PROSPECTUS SC GERMANY CONSUMER 2016-1 …...- i-PROSPECTUS SC GERMANY CONSUMER 2016-1 UG (HAFTUNGSBESCHRÄNKT) (incorporated with limited liability in the Federal Republic of Germany)

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PROSPECTUS

SC GERMANY CONSUMER 2016-1 UG

(HAFTUNGSBESCHRÄNKT) (incorporated with limited liability in the Federal Republic of Germany)

€635,800,000 Class A Fixed Rate Notes due September 2029 - Issue Price: 100%

€43,200,000 Class B Fixed Rate Notes due September 2029 - Issue Price: 100%

€28,200,000 Class C Fixed Rate Notes due September 2029 - Issue Price: 100%

€11,300,000 Class D Floating Rate Notes due September 2029 - Issue Price: 100%

€31,500,000 Class E Floating Rate Notes due September 2029 - Issue Price: 100%

The Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (each such class, a "Class") and

all Classes collectively, "Notes", and the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes collectively,

"Rated Notes") of SC Germany Consumer 2016-1 UG (haftungsbeschränkt) ("Issuer") are backed by a portfolio of receivables under general purpose consumer loans ("Purchased Receivables") originated by Santander Consumer Bank AG ("Seller"), some of

which are secured by certain collateral. The obligations of the Issuer under the Notes will be secured by first-ranking security

interests granted to Wilmington Trust (London) Limited ("Transaction Security Trustee") acting in a fiduciary capacity for the holders of the Notes pursuant to a transaction security agreement dated on or about 22 September 2016 ("Transaction Security

Agreement") and by an English security charge dated on or about 22 September 2016 ("English Security Deed"). Although the

Notes will share in the same security, in the event of the security being enforced, (i) the Class A Notes will rank in priority to the Class B Notes, the Class C Notes, the Class D Notes, and the Class E Notes, (ii) the Class B Notes will rank in priority to the Class

C Notes, the Class D Notes and the Class E Notes, (iii) the Class C Notes will rank in priority to the Class D Notes and the Class E

Notes and (iv) the Class D Notes will rank in priority to the Class E Notes, see "THE MAIN PROVISIONS OF THE TRANSACTION SECURITY AGREEMENT". The Issuer will on or before the Note Issuance Date purchase and acquire from the Seller Purchased

Receivables and any Related Collateral (as defined below) constituting the portfolio ("Portfolio") on the Note Issuance Date. The

Issuer will, subject to certain requirements, on each Payment Date during a period of twelve (12) months following the Note Issuance Date, purchase and acquire from the Seller further Receivables and Related Collateral offered by the Seller from time to

time. Certain characteristics of the Purchased Receivables and the Related Collateral are described under "DESCRIPTION OF THE

PORTFOLIO" herein.

The Notes will be issued at the issue price indicated above on 27 September 2016 ("Note Issuance Date").

This Prospectus constitutes a prospectus for the purpose of Article 5 (3) of Directive 2003/71/EC of the European Parliament and of the Council ("Prospectus Directive") in respect of asset-backed securities within the meaning of Article 2 (5) of the Commission

Regulation (EC) No. 809/2004 of 29 April 2004 and the relevant implementing provisions in Luxembourg. Application has been

made to the Commission de Surveillance du Secteur Financier for approval of this Prospectus for the purposes of the Prospectus Directive and relevant implementing measures in Luxembourg for the purpose of giving information with respect to the issue of the

Notes. By approving this Prospectus, the Commission de Surveillance du Secteur Financier does not give any undertaking as to the

economical and financial soundness of the operation or the quality or solvency of the Issuer. Application has been made to the Luxembourg Stock Exchange ("Luxembourg Stock Exchange") for the Notes to be admitted to trading on the regulated market of

the Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange is a regulated market for the purposes of the Markets in Financial Services Directive 2004/39/EC.

UniCredit Bank AG ("Arranger") and Banco Santander, S.A. (together with the Arranger, the "Joint Lead Managers" and each a

"Joint Lead Manager") will purchase the Notes from the Issuer and will offer the Notes, from time to time, in negotiated

transactions or otherwise, at varying prices to be determined at the time of the sale. The Issuer will draw an advance under the Funding Loan (as defined herein) to pay, inter alia, any selling concessions, transaction structuring fees and underwriting and

placement commissions and expenses of the Joint Lead Managers.

For a discussion of certain significant factors affecting investments in the Notes, see "RISK FACTORS". An investment in

the Notes is suitable only for financially sophisticated investors who are capable of evaluating the merits and risks of such

investment and who have sufficient resources to be able to bear any losses which may result from such investment.

This document does not constitute an offer to sell, or the solicitation of an offer to buy Notes in any jurisdiction where such

offer or solicitation is unlawful. The Notes have not been and will not be registered under the United States Securities Act of

1933, as amended ("Securities Act") and are being sold pursuant to an exemption from the registration requirements of the

Securities Act. The Notes are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be

offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in

Regulation S under the Securities Act ("Regulation S")). For a further description of certain restrictions on the offering and

sale of the Notes and on the distribution of this document, see "SUBSCRIPTION AND SALE" below.

For reference to the definitions of words in capitals and phrases appearing herein, see "SCHEDULE 1 DEFINITIONS".

Arranger

UniCredit Bank AG

Joint Lead Managers

The date of this Prospectus is 22 September 2016.

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The Notes will be governed by the laws of the Federal Republic of Germany ("Germany").

Each Class of Notes will be initially represented by a temporary global note in bearer form (each, a "Temporary

Global Note") without interest coupons attached. Each Temporary Global Note will be exchangeable, as described

herein (see "OUTLINE OF THE TRANSACTION — The Notes — Form and Denomination") for a permanent global

note in bearer form which is recorded in the records of Euroclear and Clearstream Luxembourg (as defined below)

(each, a "Permanent Global Note", and together with the Temporary Global Notes, "Global Notes" and each, a

"Global Note") without interest coupons attached. Each Temporary Global Note will be exchangeable not earlier

than forty (40) calendar days and not later than one hundred eighty (180) calendar days after the Note Issuance Date,

upon certification of non-U.S. beneficial ownership, for interests in a Permanent Global Note. The Global Notes

representing the Class A Notes will be deposited with a common safekeeper ("Class A Notes Common

Safekeeper") appointed by the operator of the Euroclear System ("Euroclear") and Clearstream Banking, société

anonyme ("Clearstream Luxembourg" and, together with Euroclear, "Clearing Systems") on or prior to the Note

Issuance Date. The Class A Notes Common Safekeeper will hold the Global Notes representing the Class A Notes in

custody for Euroclear and Clearstream Luxembourg. The Global Notes representing the Class B Notes, the Class C

Notes, the Class D Notes and the Class E Notes will be deposited with a common safekeeper ("Subordinated Notes

Common Safekeeper" and together with the Class A Notes Common Safekeeper, "Common Safekeepers" and

each, a "Common Safekeeper") appointed by the operator of the Clearing Systems on or prior to the Note Issuance

Date. The Subordinated Notes Common Safekeeper will hold the Global Notes representing the Class B Notes, the

Class C Notes, the Class D Notes and the Class E Notes in custody for Euroclear and Clearstream Luxembourg. The

Notes represented by Global Notes may be transferred in book-entry form only. The Notes will be issued in

denominations of EUR 100,000. The Global Notes will not be exchangeable for definitive securities. See "TERMS

AND CONDITIONS OF THE NOTES — Form and Denomination".

Regulatory Disclosure

Under Article 405 of Regulation 2013/575/EU ("CRR"), a credit institution, other than when acting as an originator,

a sponsor or original lender, may hold the credit risk of a securitisation position in its trading book or non-trading

book only if the originator, sponsor or original lender has explicitly disclosed to the credit institution that it will

retain, on an ongoing basis, a material net economic interest which, in any event, will not be less than 5%. Pursuant to

Article 405 paragraph (1)(a) of the CRR, a net economic interest may be retained, inter alia, by way of retention of

no less than 5% of the nominal value of each of the tranches sold or transferred to the investor. With a view to

support compliance with the requirements of Article 405 paragraph (1)(a) of the CRR, the Seller will retain, in its

capacity as originator within the meaning of Article 405 of the CRR, on an ongoing basis until the earlier of (i) the

redemption of the Notes in full and (ii) the Legal Maturity Date, no less than 5% of each Class of Notes ("Retained

Notes"). The Seller will purchase and acquire the Retained Notes under a note subscription agreement

("Subscription Agreement") to be entered into by it with the Joint Lead Managers on 22 September 2016. Pursuant

to the Subscription Agreement, the Seller undertakes to retain the Retained Notes and not to sell and/or transfer them

(whether in full or in part) to any third party until the earlier of (i) the redemption of the Notes in full and (ii) the

Legal Maturity Date.

Article 409 of the CRR requires, inter alia, that prospective investors have readily available access to certain data in

the context of the securitisation. With a view to support compliance with Article 409 of the CRR, the Seller in its

capacity as Servicer will, on a monthly basis after the Note Issuance Date, provide relevant information to investors

in the form of the Detailed Investor Reports including data with regard to the Purchased Receivables and an overview

of the retention of the material net economic interest. The Cash Administrator will make each Detailed Investor

Report provided to it by the Servicer publicly available without undue delay by posting it on an internet web site or

on Bloomberg's electronic financial information system.

In addition, investors and Noteholders should be aware of Article 17 of the Directive 2011/61/EU of the European

Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers ("AIFMD") and Article 51

(1) of Chapter III, Section 5 of the Commission Delegated Regulation (EU) 231/2013 of 19 December 2012

("AIFMR") which introduced risk retention and due diligence requirements in respect of alternative investment fund

managers that are required to become authorised under AIFM, and of Article 135 of the Directive (2009/138/EC)

("Solvency II") and Articles 254 et seq. of the Commission Delegated Regulation (EU) 2015/35 of 10 October 2014

supplementing Solvency II ("Solvency II Delegated Regulation"), which impose risk retention and due diligence

requirements and provide for proportionate increases of the solvency capital requirements, should the risk retention

rule not be complied with in respect of any relevant investment of an insurance or reinsurance undertaking.

Each prospective Noteholder is required to independently assess and determine the sufficiency of the information

described in the preceding paragraphs for the purposes of complying with Articles 405 and 406 of the CRR, and

similar requirements under AIFMD, AIFMR, Solvency II and the Solvency II Delegated Regulation. None of the

Issuer, the Joint Lead Managers, or the parties to the Transaction Documents makes any representation that the

information described above or in this Prospectus is sufficient in all circumstances for such purposes. In addition, if

and to the extent Articles 405 et seqq. of the CRR or any similar requirements are relevant to any prospective investor

and Noteholder, such investor and Noteholder should ensure that it complies with Articles 405 et seqq. of the CRR or

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such other applicable requirements (as relevant). Investors who are uncertain as to the requirements which apply to

them in any relevant jurisdiction should seek guidance from the competent regulator.

On December 10, 2013, five U.S. financial regulators approved a final rule to implement Section 13 of the Bank

Holding Company Act of 1956, commonly known as the Volcker Rule. The Volcker Rule includes as a "covered

fund" any entity that would be an investment company but for the exemptions provided by Section 3(c)(1) or Section

3(c)(7) of the Investment Company Act of 1940, as amended (the "Investment Company Act"). Subject to certain

exceptions, the Volcker Rule prohibits sponsorship of and investment in covered funds by "banking entities", a term

that includes most internationally active banking organizations and their affiliates. A sponsor or adviser to a covered

fund is prohibited from entering into certain "covered transactions" with that covered fund. Covered transactions

include (among other things) entering into a swap transaction or guaranteeing notes if the swap or the guarantee

would result in a credit exposure to the covered fund.

Not all investment vehicles or funds, however, fall within the definition of a "covered fund" for purposes of the

Volcker Rule. For most non-U.S. banking entities, a non-U.S. issuer that offers its securities only to non-U.S. persons

may not be considered to be a covered fund due to its offshore nature. The Issuer is organized outside of the United

States, and its securities are only offered or sold to non-U.S. persons pursuant to Regulation S. Further, its securities

may not be transferred to U.S. persons. Under the Volcker Rule, such an offshore vehicle would only be a "covered

fund" for U.S.-based banking organizations that invest in or sponsor it. As such, the Issuer may be considered a

covered fund by the non-U.S. subsidiaries of U.S.-based banks, which could impose restrictions on those entities'

purchasing or dealing in the securities and therefore negatively affect the liquidity of the securities. From the

perspective of a banking organization based outside of the United States, however, such an offshore vehicle is not a

covered fund, and that organization, though it may be a banking entity, may invest in securities of the Issuer without

violating the Volcker Rule.

The Class A Notes are intended to be held in a manner which will allow Eurosystem eligibility. This simply means

that the Class A Notes are intended upon issue to be deposited with one of the Clearing Systems as Common

Safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem

monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their

life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.

THE NOTES REPRESENT OBLIGATIONS OF THE ISSUER ONLY AND DO NOT REPRESENT

AN INTEREST IN OR OBLIGATION OF THE JOINT LEAD MANAGERS, THE ARRANGER (IF

DIFFERENT), THE SELLER, THE SERVICER (IF DIFFERENT), THE CORPORATE

ADMINISTRATOR, THE TRANSACTION SECURITY TRUSTEE, THE DATA TRUSTEE, THE

PRINCIPAL PAYING AGENT, THE CALCULATION AGENT, THE CASH ADMINISTRATOR,

THE LISTING AGENT, THE LOCAL AGENT, THE COMMON SAFEKEEPER OR ANY OF THEIR

RESPECTIVE AFFILIATES OR ANY OTHER PARTY (OTHER THAN THE ISSUER) TO THE

TRANSACTION DOCUMENTS. NEITHER THE NOTES NOR THE UNDERLYING RECEIVABLES

WILL BE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR

INSTRUMENTALITY OR BY THE JOINT LEAD MANAGERS, THE ARRANGER (IF

DIFFERENT), THE SELLER, THE SERVICER (IF DIFFERENT), THE CORPORATE

ADMINISTRATOR, THE TRANSACTION SECURITY TRUSTEE, THE PRINCIPAL PAYING

AGENT, THE CALCULATION AGENT, THE CASH ADMINISTRATOR, THE LISTING AGENT,

THE LOCAL AGENT, THE COMMON SAFEKEEPER OR ANY OF THE RESPECTIVE

AFFILIATES OR ANY OTHER PARTY (OTHER THAN THE ISSUER) TO THE TRANSACTION

DOCUMENTS OR BY ANY OTHER PERSON OR ENTITY EXCEPT AS DESCRIBED HEREIN.

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Class Class Principal

Amount

Interest

Rate

Issue

Price

Expected

Ratings

(DBRS /

S&P)

Legal

Maturity

Date

ISIN

A EUR 635,800,000 0.15% per

annum 100%

AA(sf)/

AA(sf)

Payment Date

falling in

September

2029

XS1489761558

B EUR 43,200,000

0.65% per

annum 100 % A(sf)/A(sf)

Payment Date

falling in

September

2029

XS1489762366

C EUR 28,200,000

1.00% per

annum 100 %

BBB(sf)/

BBB(sf)

Payment Date

falling in

September

2029

XS1489762523

D EUR 11,300,000

1-M

EURIBOR

+ 5.00%

per annum

100 % BB(sf)/

BB(sf)

Payment Date

falling in

September

2029

XS1489763091

E EUR 31,500,000

1-M

EURIBOR

+ 9.45%

per annum

100 % Not rated

Payment Date

falling in

September

2029

XS1489763331

Interest on the Notes will accrue on the outstanding principal amount of each Note at a per annum rate of 0.15% in

the case of the Class A Notes, at a per annum rate of 0.65% in the case of the Class B Notes, at a per annum rate of

1.00% in the case of the Class C Notes, at a per annum rate of EURIBOR + 5.00% in the case of the Class D Notes

and at a per annum rate of EURIBOR + 9.45% in the case of the Class E Notes. Interest will be payable in Euro by

reference to successive interest accrual periods (each, an "Interest Period") monthly in arrear on the thirteenth (13th)

day of each calendar month, unless such date is not a Business Day, in which case the Payment Date shall be the next

succeeding Business Day (each, a "Payment Date"). The first Payment Date will be the Payment Date falling on 13

October 2016. "Business Day" shall mean a day on which all relevant parts of the Trans-European Automated Real-

time Gross Settlement Express Transfer System (Target 2) which was launched on 17 November 2007 ("Target") are

operational and on which commercial banks and foreign exchange markets are open or required to be open for

business in London (United Kingdom), Frankfurt am Main (Germany), Düsseldorf (Germany) and Luxembourg. See

"TERMS AND CONDITIONS OF THE NOTES — Payments of Interest".

If any withholding or deduction for or on account of taxes should at any time apply to the Notes, payments of interest

on, and principal in respect of, the Notes will be made subject to such withholding or deduction. The Notes will not

provide for any gross-up or other payments in the event that payments on the Notes become subject to any such

withholding or deduction on account of taxes. See "TAXATION".

Unless an Early Amortisation Event (as defined below, see "SCHEDULE 1 DEFINITIONS – Early Amortisation

Event") occurs, amortisation of the Notes will commence on the first Payment Date falling after the expiration of the

Replenishment Period (as defined below, see "SCHEDULE 1 DEFINITIONS – Early Amortisation Event") which

period starts on the Note Issuance Date and, subject to certain restrictions, ends on (and includes) the Payment Date

falling in the twelfth (12th) month after the Note Issuance Date. During the Replenishment Period, the Seller may, at

its option, replenish the Portfolio underlying the Notes by offering to sell to the Issuer, on any Payment Date from

time to time, additional Receivables. See "TERMS AND CONDITIONS OF THE NOTES — Replenishment and

Redemption" and "OUTLINE OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS — Receivables

Purchase Agreement".

The Notes will mature on the Payment Date falling in September 2029 ("Legal Maturity Date"), unless previously

redeemed in full. The Notes are expected to be redeemed on the Payment Date falling in September 2026

("Scheduled Maturity Date") unless previously redeemed in full. In addition, the Notes will be subject to partial

redemption, early redemption and/or optional redemption before the Legal Maturity Date in specific circumstances

and subject to certain conditions. See "TERMS AND CONDITIONS OF THE NOTES — Redemption".

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The Rated Notes are expected, on issue, to be rated by DBRS Ratings Limited ("DBRS") and Standard & Poor's

Credit Market Services Europe Limited ("S&P"), and together with DBRS, "Rating Agencies". Each of DBRS and

S&P is established in the European Community. According to the press release from the European Securities Markets

Authority ("ESMA") dated 31 October 2011 and the list of registered and certified rating agencies published by

ESMA on its website https://www.esma.europa.eu/supervision/credit-rating-agencies/risk, as last updated on 1

December 2015, DBRS and S&P have been registered in accordance with Regulation (EC) No 1060/2009 of the

European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended pursuant to

Regulation (EU) 513/2011 of the European Parliament and the Council of 11 May 2011 and to Regulation (EU)

462/2013 of the European Parliament and of the Council of 31 May 2013. It is a condition of the issue of the Rated

Notes that they are assigned the ratings indicated in the above table. No rating will be obtained for the Class E Notes.

The ratings of the Rated Notes by S&P address the likelihood of (a) timely payment of interest due on the Class A

Notes and ultimate payment of interest due on the other Rated Notes by a date that is no later than the Legal Maturity

Date and (b) full payment of principal on all Rated Notes by a date that is no later than the Legal Maturity Date, as

described herein. The ratings assigned by DBRS address the risk of default, being the risk that the Issuer will fail to

satisfy its financial obligations relating to the Rated Notes in accordance with the terms under which the Rated Notes

have been issued. Each rating takes into consideration the characteristics of the Purchased Receivables and the

structural, legal, tax and Issuer-related aspects associated with the Rated Notes.

However, the ratings assigned to the Rated Notes do not represent any assessment of the likelihood or level of

principal prepayments. The ratings do not address the possibility that the holders of the Rated Notes might suffer a

lower than expected yield due to prepayments or amortisation or may fail to recoup their initial investments.

The ratings assigned to the Rated Notes should be evaluated independently against similar ratings of other types of

securities. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision or

withdrawal by the Rating Agencies at any time.

The Issuer has not requested a rating of the Rated Notes by any rating agency other than the Rating Agencies and has

not requested any rating of the Class E Notes; there can be no assurance, however, as to whether any other rating

agency other than the Rating Agencies will rate the Rated Notes or whether any rating agency will rate the Class E

Notes or, if it does, what rating would be assigned by such other rating agency. The rating assigned to the Rated

Notes by such other rating agency could be lower than the respective ratings assigned by the Rating Agencies.

In this Prospectus, references to "euro", "Euro", "€" or "EUR" are to the single currency which was introduced in

Germany as of 1 January 1999.

The language of this Prospectus is English. Certain legislative references and technical terms have been cited in their

original language in order that the correct technical meaning may be ascribed to them under applicable law.

Responsibility for the contents of this Prospectus

The Issuer assumes responsibility for the information contained in this Prospectus except that

(i) the Seller only is responsible for the information under "OUTLINE OF THE TRANSACTION –

The Portfolio and Distribution of Funds – Purchased Receivables" on page 10, "OUTLINE OF

THE TRANSACTION – The Portfolio and Distribution of Funds – Servicing of the Portfolio" on

page 10, "RISK FACTORS – Reliance on Administration and Collection Procedures" on page 51,

"CREDIT STRUCTURE – Loan Interest Rates" on page 55, "CREDIT STRUCTURE – Cash

Collection Arrangements" on page 55, "EXPECTED MATURITY AND AVERAGE LIFE OF

NOTES AND ASSUMPTIONS" on page 126, "DESCRIPTION OF THE PORTFOLIO",

"INFORMATION TABLES REGARDING THE PORTFOLIO" and "HISTORICAL DATA" on

pages 127 to 147 (except for the information under "DESCRIPTION OF THE PORTFOLIO –

Eligibility Criteria"), "CREDIT AND COLLECTION POLICY" on page 158 et seqq., and "THE

SELLER" on page 164 et seqq.;

(ii) each of the Transaction Security Trustee and the Data Trustee only is responsible for the

information under "THE TRANSACTION SECURITY TRUSTEE AND THE DATA TRUSTEE" on

page 170;

(iii) the Account Bank only is responsible for the information under "THE ACCOUNT BANK" on

page 168;

(iv) the Principal Paying Agent only is responsible for the information under "THE PRINCIPAL

PAYING AGENT " on page 167;

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(v) the Swap Counterparty only is responsible for the information under "THE SWAP

COUNTERPARTY" on page 171 et seq.;

(vi) each of the Corporate Administrator, Calculation Agent and Cash Administrator only is

responsible for the information under "THE CORPORATE ADMINISTRATOR, CALCULATION

AGENT AND CASH ADMINISTRATOR" on page 169; and

(vii) each of the Luxembourg Listing Agent and Local Agent only is responsible for the information

"THE LUXEMBOURG LISTING AGENT AND LOCAL AGENT" on page 173,

provided that, with respect to any information included herein and specified to be sourced from a third

party (i) the Issuer confirms that any such information has been accurately reproduced and as far as the

Issuer is aware and is able to ascertain from information available to it from such third party, no facts

have been omitted, the omission of which would render the reproduced information inaccurate or

misleading and (ii) the Issuer has not independently verified any such information and accepts no

responsibility for the accuracy thereof.

The Issuer hereby declares that, to the best of its knowledge and belief (having taken all reasonable care

to ensure that such is the case), all information contained herein for which the Issuer is responsible is in

accordance with the facts and does not omit anything likely to affect the import of such information.

The Seller hereby declares that, to the best of its knowledge and belief (having taken all reasonable care

to ensure that such is the case), all information contained herein for which the Seller is responsible is in

accordance with the facts and does not omit anything likely to affect the import of such information.

The Transaction Security Trustee hereby declares that, to the best of its knowledge and belief (having

taken all reasonable care to ensure that such is the case), all information contained herein for which the

Transaction Security Trustee is responsible is in accordance with the facts and does not omit anything

likely to affect the import of such information.

The Account Bank hereby declares that, to the best of its knowledge and belief (having taken all

reasonable care to ensure that such is the case), all information contained herein for which the Account

Bank is responsible is in accordance with the facts and does not omit anything likely to affect the import

of such information.

Each of the Principal Paying Agent, the Calculation Agent and the Cash Administrator hereby declares

that, to the best of its knowledge and belief (having taken all reasonable care to ensure that such is the

case), all information contained herein for which each of the Principal Paying Agent, the Calculation

Agent and the Cash Administrator is responsible is in accordance with the facts and does not omit

anything likely to affect the import of such information.

The Data Trustee hereby declares that, to the best of its knowledge and belief (having taken all reasonable

care to ensure that such is the case), all information contained herein for which the Data Trustee is

responsible is in accordance with the facts and does not omit anything likely to affect the import of such

information.

The Swap Counterparty hereby declares that, to the best of its knowledge and belief (having taken all

reasonable care to ensure that such is the case), all information contained herein for which the Swap

Counterparty is responsible is in accordance with the facts and does not omit anything likely to affect the

import of such information.

The Corporate Administrator hereby declares that, to the best of its knowledge and belief (having taken

all reasonable care to ensure that such is the case), all information contained herein for which the

Corporate Administrator is responsible is in accordance with the facts and does not omit anything likely

to affect the import of such information.

Each of the Luxembourg Listing Agent and the Local Agent hereby declares that, to the best of its

knowledge and belief (having taken all reasonable care to ensure that such is the case), all information

contained herein for which each of the Luxembourg Listing Agent and the Local Agent is responsible is

in accordance with the facts and does not omit anything likely to affect the import of such information.

- vii-

No person has been authorised to give any information or to make any representations, other than those

contained in this Prospectus, in connection with the issue, offering, subscription or sale of the Notes and,

if given or made, such information or representations must not be relied upon as having been authorised

by the Issuer, the directors of the Issuer, the Transaction Security Trustee, the Joint Lead Manager or the

Arranger (if different).

Neither the delivery of this Prospectus nor any offering, sale or delivery of any Notes shall, under any

circumstances, create any implication (i) that the information in this Prospectus is correct as of any time

subsequent to the date hereof, or, as the case may be, subsequent to the date on which this Prospectus has

been most recently amended or supplemented, or (ii) that there has been no adverse change in the

financial situation of the Issuer or the Seller since the date of this Prospectus or, as the case may be, the

date on which this Prospectus has been most recently amended or supplemented, or the date of the most

recent financial information which is contained in this Prospectus by reference, or (iii) that any other

information supplied in connection with the issue of the Notes is correct at any time subsequent to the

date on which it is supplied or, if different, the date indicated in the document containing the same.

Prospective purchasers of Notes should conduct such independent investigation and analysis as they

deem appropriate to evaluate the merits and risks of an investment in the Notes. If you are in doubt

about the contents of this Prospectus, you should consult your stockbroker, bank manager, legal

adviser, accountant or other financial adviser. Neither the Joint Lead Managers nor the Arranger (if

different) make any representation, recommendation or warranty, express or implied, regarding the

accuracy, adequacy, reasonableness or completeness of the information contained herein or in any

further information, notice or other document which may at any time be supplied by the Issuer in

connection with the Notes and accept any responsibility or liability therefore. Neither the Joint Lead

Managers nor the Arranger (if different) undertake to review the financial condition or affairs of the

Issuer nor to advise any investor or potential investor in the Notes of any information coming to the

attention of the Joint Lead Managers or the Arranger (if different).

NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE JOINT LEAD MANAGERS OR THE

ARRANGER (IF DIFFERENT) OTHER THAN AS SET OUT IN THIS PROSPECTUS THAT

WOULD PERMIT A PUBLIC OFFERING OF THE NOTES, OR POSSESSION OR DISTRIBUTION

OF THIS PROSPECTUS OR ANY OTHER OFFERING MATERIAL IN ANY COUNTRY OR

JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. ACCORDINGLY, THE

NOTES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, AND NEITHER THIS

PROSPECTUS (NOR ANY PART THEREOF) NOR ANY OTHER INFORMATION

MEMORANDUM, PROSPECTUS, FORM OF APPLICATION, ADVERTISEMENT, OTHER

OFFERING MATERIAL OR OTHER INFORMATION MAY BE ISSUED, DISTRIBUTED OR

PUBLISHED IN ANY COUNTRY OR JURISDICTION EXCEPT IN COMPLIANCE WITH

APPLICABLE LAWS, ORDERS, RULES AND REGULATIONS, AND THE ISSUER AND THE

JOINT LEAD MANAGERS HAVE REPRESENTED THAT ALL OFFERS AND SALES BY THEM

HAVE BEEN AND WILL BE MADE ON SUCH TERMS.

This Prospectus may be distributed and its contents disclosed only to the prospective investors to whom it

is provided. By accepting delivery of this Prospectus, the prospective investors agree to these restrictions.

The distribution of this Prospectus (or any part thereof) and the offering, sale and delivery of the Notes in

certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus (or any part

hereof) comes are required by the Issuer and the Joint Lead Managers to inform themselves about and to

observe any such restriction.

EACH OF THE JOINT LEAD MANAGERS HAS REPRESENTED, WARRANTED AND AGREED

THAT IN RELATION TO EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA

WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A "RELEVANT

MEMBER STATE"), THAT WITH EFFECT FROM AND INCLUDING THE DATE ON WHICH

THE PROSPECTUS DIRECTIVE IS IMPLEMENTED IN THAT RELEVANT MEMBER STATE

("RELEVANT IMPLEMENTATION DATE") IT HAS NOT MADE AND WILL NOT MAKE AN

OFFER OF NOTES TO THE PUBLIC IN THAT RELEVANT MEMBER STATE OTHER THAN:

(a) TO ANY LEGAL ENTITY WHICH IS A QUALIFIED INVESTOR AS DEFINED IN THE

PROSPECTUS DIRECTIVE;

- viii-

(b) TO FEWER THAN 100 OR, IF THE RELEVANT MEMBER STATE HAS IMPLEMENTED

THE RELEVANT PROVISION OF THE 2010 PD AMENDING DIRECTIVE, 150, NATURAL

OR LEGAL PERSONS (OTHER THAN QUALIFIED INVESTORS AS DEFINED IN THE

PROSPECTUS DIRECTIVE), AS PERMITTED UNDER THE PROSPECTUS DIRECTIVE,

SUBJECT TO OBTAINING THE PRIOR CONSENT OF THE RELEVANT DEALER OR

DEALERS NOMINATED BY THE ISSUER FOR ANY SUCH OFFER; OR

(c) IN ANY OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 3(2) OF THE

PROSPECTUS DIRECTIVE,

PROVIDED THAT NO SUCH OFFER OF NOTES SHALL REQUIRE THE ISSUER OR THE JOINT

LEAD MANAGERS TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE

PROSPECTUS DIRECTIVE.

FOR THE PURPOSES OF THIS PROVISION, THE EXPRESSION "AN OFFER OF NOTES TO

THE PUBLIC" IN RELATION TO THE NOTES IN ANY RELEVANT MEMBER STATE MEANS

THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT

INFORMATION ON THE TERMS OF THE OFFER AND THE NOTES TO BE OFFERED SO AS TO

ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE THE NOTES, AS THE

SAME MAY BE VARIED IN THAT MEMBER STATE BY ANY MEASURE IMPLEMENTING THE

PROSPECTUS DIRECTIVE IN THAT MEMBER STATE, THE EXPRESSION "PROSPECTUS

DIRECTIVE" MEANS DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO, INCLUDING

THE 2010 PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN THE RELEVANT

MEMBER STATE), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN EACH

RELEVANT MEMBER STATE AND THE EXPRESSION "2010 PD AMENDING DIRECTIVE"

MEANS DIRECTIVE 2010/73/EU.

THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED

STATES SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT") AND MAY NOT BE

OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE

ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM

OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE

SECURITIES ACT.

NEITHER THE ISSUER NOR ANY JOINT LEAD MANAGER WILL OFFER, SELL OR DELIVER

ANY NOTES AT ANY TIME WITHIN THE UNITED STATES OF AMERICA OR TO, OR FOR THE

ACCOUNT OR BENEFIT OF U.S. PERSONS, AND SUCH OFFEROR WILL HAVE SENT TO

EACH DISTRIBUTOR, DEALER OR PERSON RECEIVING A SELLING CONCESSION, FEE OR

OTHER REMUNERATION THAT PURCHASES ANY NOTES FROM IT DURING THE

DISTRIBUTION COMPLIANCE PERIOD RELATING THERETO A CONFIRMATION OR OTHER

NOTICE SETTING FORTH THE RESTRICTIONS ON OFFERS AND SALES OF THE NOTES

WITHIN THE UNITED STATES OF AMERICA OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,

U.S. PERSONS. TERMS USED IN THIS PARAGRAPH AND THE PREVIOUS PARAGRAPH

HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S.


THAT:

(a) IT HAS NOT OFFERED AND SOLD THE NOTES, AND WILL OFFER AND SELL THE

NOTES UNTIL THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD OF

FORTY DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING

AND THE CLOSING DATE IN ACCORDANCE WITH REGULATION S UNDER THE

SECURITIES ACT ("REGULATION S");

(b) AT OR PRIOR TO CONFIRMATION OF SALE OF THE NOTES, IT WILL HAVE SENT TO

EACH DISTRIBUTOR, DEALER OR PERSON RECEIVING A SELLING CONCESSION,

FEE OR OTHER REMUNERATION THAT PURCHASES ANY NOTES FROM IT DURING

THE DISTRIBUTION COMPLIANCE PERIOD A CONFIRMATION OR NOTICE TO

SUBSTANTIALLY THE FOLLOWING EFFECT:

- ix-

"THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE

UNITED STATES SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT")

AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR

THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, (A) AS PART OF THEIR

DISTRIBUTION AT ANY TIME OR (B) OTHERWISE UNTIL FORTY DAYS AFTER THE

LATER OF THE COMMENCEMENT OF THE OFFERING AND THE CLOSING DATE,

EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S UNDER THE

SECURITIES ACT. TERMS USED ABOVE HAVE THE MEANING GIVEN TO THEM BY

REGULATION S."

(c) IT, ITS AFFILIATES AND ANY PERSON ACTING ON ITS OR THEIR BEHALF HAVE

COMPLIED AND WILL COMPLY WITH THE OFFERING RESTRICTIONS

REQUIREMENTS OF REGULATION S;

(d) NEITHER IT, ITS AFFILIATES NOR ANY PERSON ACTING ON ITS OR THEIR BEHALF

HAVE ENGAGED OR WILL ENGAGE IN ANY DIRECTED SELLING EFFORTS WITHIN

THE MEANING OF RULE 902 UNDER THE SECURITIES ACT WITH RESPECT TO THE

NOTES; AND

(e) IT HAS NOT ENTERED AND WILL NOT ENTER INTO ANY CONTRACTUAL

ARRANGEMENT WITH RESPECT TO THE DISTRIBUTION OR DELIVERY OF THE

NOTES, EXCEPT WITH ITS AFFILIATES OR WITH THE PRIOR WRITTEN CONSENT OF

THE ISSUER.

TERMS USED IN THE FOREGOING PARAGRAPH HAVE THE MEANING GIVEN TO THEM BY

REGULATION S.


THAT:

(a) EXCEPT TO THE EXTENT PERMITTED UNDER UNITED STATES TREASURY

REGULATION §1.163-5(C)(2)(I)(D), AS AMENDED, OR SUBSTANTIALLY IDENTICAL

SUCCESSOR PROVISIONS ("D RULES"):

(i) IT HAS NOT OFFERED OR SOLD, AND UNTIL THE EXPIRATION OF A

RESTRICTED PERIOD BEGINNING ON THE EARLIER OF THE CLOSING DATE

OR THE COMMENCEMENT OF THE OFFERING AND ENDING FORTY DAYS

AFTER THE CLOSING DATE WILL NOT OFFER OR SELL, ANY NOTES TO A

PERSON WHO IS WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO

A UNITED STATES PERSON; AND

(ii) IT HAS NOT DELIVERED AND WILL NOT DELIVER IN DEFINITIVE FORM

WITHIN THE UNITED STATES OR ITS POSSESSIONS ANY NOTES SOLD

DURING THE RESTRICTED PERIOD;

(b) IT HAS, AND THROUGHOUT THE RESTRICTED PERIOD WILL HAVE, IN EFFECT

PROCEDURES REASONABLY DESIGNED TO ENSURE THAT ITS EMPLOYEES OR

AGENTS WHO ARE DIRECTLY ENGAGED IN SELLING NOTES ARE AWARE THAT

THE NOTES MAY NOT BE OFFERED OR SOLD DURING THE RESTRICTED PERIOD TO

A PERSON WHO IS WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO A

UNITED STATES PERSON, EXCEPT AS PERMITTED BY THE D RULES;

(c) IF IT IS A UNITED STATES PERSON, IT IS ACQUIRING THE NOTES FOR THE

PURPOSES OF RESALE IN CONNECTION WITH THEIR ORIGINAL ISSUANCE AND, IF

IT RETAINS INITIAL NOTES FOR ITS OWN ACCOUNT, IT WILL ONLY DO SO IN

ACCORDANCE WITH THE REQUIREMENTS OF UNITED STATES TREASURY

REGULATION §1.163-5(C)(2)(I)(D)(6) OR SUBSTANTIALLY IDENTICAL SUCCESSOR

PROVISIONS;

(d) WITH RESPECT TO EACH AFFILIATE OF SUCH JOINT LEAD MANAGER THAT

ACQUIRES ANY NOTES FROM SUCH JOINT LEAD MANAGER FOR THE PURPOSE OF

OFFERING OR SELLING SUCH NOTES DURING THE RESTRICTED PERIOD, SUCH

- x-

JOINT LEAD MANAGER REPEATS AND CONFIRMS FOR THE BENEFIT OF THE

ISSUER THE REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS CONTAINED

IN PARAGRAPHS (A), (B) AND (C) ABOVE ON SUCH AFFILIATE'S BEHALF; AND

(e) EACH JOINT LEAD MANAGER REPRESENTS AND AGREES THAT IT HAS NOT

ENTERED AND WILL NOT ENTER INTO ANY CONTRACTUAL ARRANGEMENT WITH

A DISTRIBUTOR (AS THAT TERM IS DEFINED FOR PURPOSES OF THE D RULES)

WITH RESPECT TO THE DISTRIBUTION OF NOTES, EXCEPT WITH ITS AFFILIATES

OR WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.

TERMS USED IN THE FOREGOING PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BY

THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND

REGULATIONS THEREUNDER, INCLUDING THE D RULES.

FURTHER EACH OF THE JOINT LEAD MANAGERS HAS REPRESENTED, WARRANTED AND

AGREED THAT:

(a) FINANCIAL PROMOTION: IT HAS ONLY COMMUNICATED OR CAUSED TO BE

COMMUNICATED, AND WILL ONLY COMMUNICATE OR CAUSE TO BE

COMMUNICATED, ANY INVITATION OR INDUCEMENT TO ENGAGE IN

INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE

FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA")) RECEIVED BY IT IN

CONNECTION WITH THE ISSUANCE OR SALE OF ANY NOTES IN CIRCUMSTANCES

IN WHICH SECTION 21(1) OF THE FSMA DOES NOT APPLY TO THE ISSUER; AND

(b) GENERAL COMPLIANCE: IT HAS COMPLIED AND WILL COMPLY WITH ALL

APPLICABLE PROVISIONS OF THE FSMA WITH RESPECT TO ANYTHING DONE BY

IT IN RELATION TO THE NOTES IN, FROM OR OTHERWISE INVOLVING THE UNITED

KINGDOM.

IN THE FOREGOING PARAGRAPHS, "UNITED KINGDOM" SHALL MEAN THE UNITED

KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND.

EACH JOINT LEAD MANAGER HAS REPRESENTED, WARRANTED AND AGREED THAT IT

HAS NOT OFFERED OR SOLD AND WILL NOT OFFER OR SELL, DIRECTLY OR INDIRECTLY,

NOTES TO THE PUBLIC IN FRANCE WITHIN THE MEANING OF ARTICLE L.411-1 OF THE

FRENCH MONETARY AND FINANCIAL CODE (CODE MONÉTAIRE ET FINANCIER), AND

THAT, IT HAS NOT DISTRIBUTED AND WILL NOT DISTRIBUTE OR CAUSE TO BE

DISTRIBUTED TO THE PUBLIC IN FRANCE, THE PROSPECTUS OR ANY OTHER OFFERING

MATERIAL RELATING TO THE NOTES AND SUCH OFFERS, SALES AND DISTRIBUTIONS

HAVE BEEN AND WILL BE MADE IN FRANCE ONLY TO (A) PROVIDERS OF INVESTMENT

SERVICES RELATING TO PORTFOLIO MANAGEMENT FOR THE ACCOUNT OF THIRD

PARTIES (PERSONNES FOURNISSANT LE SERVICE D'INVESTISSEMENT DE GESTION DE

PORTEFEUILLE POUR COMPTE DE TIERS), AND/OR (B) QUALIFIED INVESTORS

(INVESTISSEURS QUALIFIÉS) INVESTING FOR THEIR OWN ACCOUNT, AS DEFINED IN AND

IN ACCORDANCE WITH ARTICLES L.411-1, L.411-2 AND D.411-1 OF THE FRENCH

MONETARY AND FINANCIAL CODE (CODE MONÉTAIRE ET FINANCIER).

ALL APPLICABLE LAWS AND REGULATIONS MUST BE OBSERVED IN ANY JURISDICTION

IN WHICH NOTES MAY BE OFFERED, SOLD OR DELIVERED. EACH OF THE JOINT LEAD

MANAGERS HAS AGREED THAT IT WILL NOT OFFER, SELL OR DELIVER ANY OF THE

NOTES, DIRECTLY OR INDIRECTLY, OR DISTRIBUTE THIS PROSPECTUS OR ANY OTHER

OFFERING MATERIAL RELATING TO THE NOTES, IN OR FROM ANY JURISDICTION

EXCEPT UNDER CIRCUMSTANCES THAT WILL TO THE BEST KNOWLEDGE AND BELIEF OF

SUCH JOINT LEAD MANAGER RESULT IN COMPLIANCE WITH THE APPLICABLE LAWS

AND REGULATIONS THEREOF AND THAT WILL NOT IMPOSE ANY OBLIGATIONS ON THE

ISSUER EXCEPT AS SET OUT IN THE SUBSCRIPTION AGREEMENT.

This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities

other than the securities to which it relates or an offer to sell or the solicitation of an offer to buy any of

the securities offered hereby in any circumstances in which such offer or solicitation is unlawful. This

- xi-

Prospectus does not constitute, and may not be used for, or in connection with, an offer or solicitation by

anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom

it is unlawful to make such offer or solicitation. For a further description of certain restrictions on

offerings and sales of the Notes and distribution of this Prospectus, or an invitation by, or on behalf of,

the Issuer or the Joint Lead Managers to subscribe for or to purchase any of the Notes (or of any part

thereof), see "SUBSCRIPTION AND SALE".

An investment in the Notes is only suitable for financially sophisticated investors who are capable

of evaluating the merits and risks of such investment and who have sufficient resources to be able

to bear any losses which may result from such investment.

It should be remembered that the price of securities and the income from them can go down as well

as up.

- 1 -

CONTENTS

Page

OUTLINE OF THE TRANSACTION ......................................................................................................... 2

RISK FACTORS ........................................................................................................................................ 22

CREDIT STRUCTURE ............................................................................................................................. 55

TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 59

OVERVIEW OF RULES REGARDING RESOLUTION OF NOTEHOLDERS ..................................... 80

DEFINITIONS ........................................................................................................................................... 82

THE MAIN PROVISIONS OF THE TRANSACTION SECURITY AGREEMENT .............................. 83

OUTLINE OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS ....................................... 112

EXPECTED MATURITY AND AVERAGE LIFE OF NOTES AND ASSUMPTIONS ....................... 126

DESCRIPTION OF THE PORTFOLIO .................................................................................................. 127

ELIGIBILITY CRITERIA ....................................................................................................................... 128

INFORMATION TABLES REGARDING THE PORTFOLIO .............................................................. 131

HISTORICAL DATA .............................................................................................................................. 142

ASSUMED AMORTISATION OF THE PURCHASED RECEIVABLES AND OF THE NOTES ...... 148

CREDIT AND COLLECTION POLICY ................................................................................................. 158

THE ISSUER ........................................................................................................................................... 161

THE SELLER........................................................................................................................................... 164

THE PRINCIPAL PAYING AGENT ...................................................................................................... 167

THE ACCOUNT BANK .......................................................................................................................... 168

THE CORPORATE ADMINISTRATOR, CALCULATION AGENT AND CASH ADMINISTRATOR

.................................................................................................................................................................. 169

THE TRANSACTION SECURITY TRUSTEE AND DATA TRUSTEE .............................................. 170

THE SWAP COUNTERPARTY ............................................................................................................. 171

THE LUXEMBOURG LISTING AGENT AND LOCAL AGENT ........................................................ 173

THE ACCOUNTS AND THE ACCOUNTS AGREEMENT.................................................................. 174

TAXATION IN GERMANY ................................................................................................................... 176

SUBSCRIPTION AND SALE ................................................................................................................. 180

USE OF PROCEEDS ............................................................................................................................... 184

GENERAL INFORMATION .................................................................................................................. 185

SCHEDULE 1 DEFINITIONS ................................................................................................................ 188

INDEX OF DEFINED TERMS ............................................................................................................... 207

- 2 -

OUTLINE OF THE TRANSACTION

The following outline should be read in conjunction with, and is qualified in its entirety by, the detailed

information appearing elsewhere in this Prospectus. In the event of any inconsistency between this

overview and the information provided elsewhere in this Prospectus, the latter shall prevail.

DIAGRAMMATIC OVERVIEW

(As of the close of business on the Note Issuance Date)

THE PARTIES

Issuer SC Germany Consumer 2016-1 UG (haftungsbeschränkt), a special

purpose company incorporated with limited liability under the laws

of the Federal Republic of Germany ("Germany") and which has its

registered office at c/o Wilmington Trust SP Services (Frankfurt)

GmbH, Steinweg 3-5, 60313 Frankfurt am Main, Germany. See

"THE ISSUER" (page 161 et seqq.).

Corporate Administrator Wilmington Trust SP Services (Frankfurt) GmbH, Steinweg 3-5,

60313 Frankfurt am Main, Germany. See "THE CORPORATE

ADMINISTRATOR, CALCULATION AGENT AND CASH

ADMINISTRATOR" (page 169).

Seller Santander Consumer Bank AG, Santander-Platz 1, 41061

Mönchengladbach, Germany. See "THE SELLER" (page 164 et

seqq.).

Servicer The Loan Contracts will be serviced by the Seller (in this capacity,

"Servicer"). See "THE SELLER" (page 164 et seqq.).

Transaction Security Trustee Wilmington Trust (London) Limited, 1 Kings Arms Yard, London

EC2R 7AF, United Kingdom. See "THE TRANSACTION

- 3 -

SECURITY TRUSTEE AND DATA TRUSTEE" (page 170).

Data Trustee Wilmington Trust (London) Limited, 1 Kings Arms Yard, London

EC2R 7AF, United Kingdom. See "THE TRANSACTION

SECURITY TRUSTEE AND DATA TRUSTEE" (page 170).

Swap Counterparty Abbey National Treasury Services plc, 2 Triton Square, Regent's

Place, London NW1 3AN, United Kingdom. See "THE SWAP

COUNTERPARTY" (page 171).

Funding Loan Provider Santander Consumer Finance, S.A., Ciudad Grupo Santander,

Avenida de Cantabria s/n, Edifico Dehesa 2a Planta, 28660 Boadilla

del Monte, Madrid, Spain. See "OUTLINE OF THE OTHER

PRINCIPAL TRANSACTION DOCUMENTS — Funding Loan

Agreement" (page 121).

Account Bank The Bank of New York Mellon, Frankfurt Branch, Messeturm,

Friedrich-Ebert-Anlage 49, 60327 Frankfurt am Main, Germany.

See "THE ACCOUNT BANK" (page 168).

Arranger UniCredit Bank AG, Arabellastraße 12, 81925 Munich, Germany.

Joint Lead Managers UniCredit Bank AG, Arabellastraße 12, 81925 Munich, Germany

and Banco Santander, S.A., Paseo de Pareda 9-12, 39004 Santander,

Spain. See "SUBSCRIPTION AND SALE" (page 180 et seqq.).

Principal Paying Agent The Bank of New York Mellon, London Branch, One Canada

Square, London, E14 5 AL, United Kingdom. See "THE

PRINCIPAL PAYING AGENT" (page 167).

Calculation Agent and Cash

Administrator

Wilmington Trust SP Services (Frankfurt) GmbH, Steinweg 3-5,

60313 Frankfurt am Main, Germany. See "THE CORPORATE

ADMINISTRATOR, CALCULATION AGENT AND CASH

ADMINISTRATOR" (page 169).

Luxembourg Listing Agent and

Local Agent

The Bank of New York Mellon (Luxembourg) S.A., Vertigo

Building-Polaris, 2-4 rue Eugéne Ruppert, L-2453 Luxembourg.

See "THE LUXEMBOURG LISTING AGENT AND LOCAL

AGENT" (page 173).

Rating Agencies DBRS Ratings Limited and Standard & Poor's Credit Market

Services Europe Limited.

THE NOTES

The Transaction

The Seller will sell and assign the Receivables to the Issuer on or

before the Note Issuance Date pursuant to a receivables purchase

agreement dated on or about 22 September 2016 and entered into

between the Issuer and the Seller ("Receivables Purchase

Agreement"). During the Replenishment Period the Seller may,

subject to certain requirements, at its option, sell and assign

Additional Receivables to the Issuer pursuant to the Receivables

Purchase Agreement. Some of the Receivables are secured by

collateral (all collateral and the proceeds therefrom, "Related

Collateral"). The Seller will sell and assign and transfer such

Related Collateral together with the Receivables pursuant to the

Receivables Purchase Agreement, but will not give any guarantee

regarding the existence or the recoverability of such Related

Collateral. See "OUTLINE OF THE OTHER PRINCIPAL

TRANSACTION DOCUMENTS — Receivables Purchase

- 4 -

Agreement" (page 112 et seqq.).

Classes of Notes

The €635,800,000 Class A Fixed Rate Notes due on the Payment

Date falling in September 2029 ("Class A Notes"), the €43,200,000

Class B Fixed Rate Notes due on the Payment Date falling in

September 2029 ("Class B Notes"), the €28,200,000 Class C Fixed

Rate Notes due on the Payment Date falling in September 2029

("Class C Notes"), the €11,300,000 Class D Floating Rate Notes

due on the Payment Date falling in September 2029 ("Class D

Notes") and the €31,500,000 Class E Floating Rate Notes due on

the Payment Date falling in September 2029 ("Class E Notes") will

be backed by the Portfolio. See "TERMS AND CONDITIONS OF

THE NOTES" (page 59 et seq.).

Note Issuance Date

27 September 2016.

Funding Loan

Santander Consumer Finance, S.A. ("Funding Loan Provider")

will make available to the Issuer an interest-bearing amortising

funding loan ("Funding Loan") which is not credit-linked to the

Portfolio and which will, subject to certain conditions, be disbursed

on the Note Issuance Date to provide the Issuer with the funds

necessary to pay certain amounts payable on the Note Issuance Date

under the Transaction Documents (including, without limitation, the

fees, costs and expenses payable on the Note Issuance Date to the

Joint Lead Managers and to other parties in connection with the

offer and sale of the Notes) and certain other costs. The Seller will

pay to the Issuer a fee ("Transaction Cost Fee") on each Payment

Date in accordance with the Receivables Purchase Agreement. The

Transaction Cost Fee will not form part of the Available

Distribution Amount. The claims and rights under the Funding Loan

will be limited to the amounts received by the Issuer from time to

time in respect of the Transaction Cost Fee. The Funding Loan will

be repaid in 18 (eighteen) instalments on each Payment Date

following the Note Issuance Date. The Funding Loan will be subject

to partial repayment, early repayment or optional repayment in

specific circumstances and subject to certain conditions. All

payment obligations of the Issuer under the Funding Loan constitute

limited obligations payable solely out of the Transaction Cost Fee

received by the Issuer under the Receivables Purchase Agreement.

See "OUTLINE OF THE OTHER PRINCIPAL TRANSACTION

DOCUMENTS — Funding Loan Agreement" (page 121).

Form and Denomination

Each of the Classes of Notes will initially be represented by a

Temporary Global Note of the relevant class in bearer form, without

interest coupons attached. The Global Notes will be deposited with

a common safekeeper for Clearstream Luxembourg and Euroclear.

The Notes will be transferred in book-entry form only. The Notes

will be issued in denominations of EUR 100,000. The Global Notes

will not be exchangeable for definitive securities. See "TERMS

AND CONDITIONS OF THE NOTES — Form and Denomination"

(page 59 et seqq.).

Status and Priority

The Notes constitute direct, secured and (subject to Condition 3.2

(Limited Recourse) of the terms and conditions of the Notes

("Terms and Conditions")) unconditional obligations of the Issuer.

The Class A Notes rank pari passu among themselves in respect of

security. Following the occurrence of an Issuer Event of Default (as

defined in Condition 3.5 (Issuer Event of Default)), the Class A

Notes rank against all other current and future obligations of the

Issuer in accordance with the Post-Enforcement Priority of

- 5 -

Payments. The Class B Notes rank pari passu among themselves in

respect of security. Following the occurrence of an Issuer Event of

Default, the Class B Notes rank against all other current and future

obligations of the Issuer in accordance with the Post-Enforcement

Priority of Payments. The Class C Notes rank pari passu among

themselves in respect of security. Following the occurrence of an

Issuer Event of Default, the Class C Notes rank against all other

current and future obligations of the Issuer in accordance with the

Post-Enforcement Priority of Payments. The Class D Notes rank

pari passu among themselves in respect of security. Following the

occurrence of an Issuer Event of Default, the Class D Notes rank

against all other current and future obligations of the Issuer in

accordance with the Post-Enforcement Priority of Payments. The

Class E Notes rank pari passu among themselves in respect of

security. Following the occurrence of an Issuer Event of Default,

the Class E Notes rank against all other current and future

obligations of the Issuer in accordance with the Post-Enforcement

Priority of Payments, see "CREDIT STRUCTURE — Post-

Enforcement Priority of Payments" and "TERMS AND

CONDITIONS OF THE NOTES — Status and Priority". The

Funding Loan constitutes direct, unsecured, unconditional and

limited recourse obligations of the Issuer to the extent that the Issuer

receives the Transaction Cost Fee under the Receivables Purchase

Agreement.

Prior to the occurrence of an Issuer Event of Default, the Issuer's

obligations to make payments of principal and interest on the Class

A Notes, the Class B Notes, the Class C Notes, the Class D Notes

and the Class E Notes rank in accordance with the Pre-Enforcement

Priority of Payments.

The Issuer's obligations to make payments of principal and interest

on the Class E Notes are subordinated to the Issuer's obligations to

make payments of principal and interest on the Class D Notes, the

Class C Notes, the Class B Notes and the Class A Notes in

accordance with the Terms and Conditions of the Notes. The

Issuer's obligations to make payments of principal and interest on

the Class D Notes are subordinated to the Issuer's obligations to

make payments of principal and interest on the Class C Notes, the

Class B Notes and the Class A Notes in accordance with the Terms

and Conditions of the Notes. The Issuer's obligations to make

payments of principal and interest on the Class C Notes are

subordinated to the Issuer's obligations to make payments of

principal and interest on the Class B Notes and the Class A Notes in

accordance with the Terms and Conditions of the Notes. The

Issuer's obligations to make payments of principal and interest on

the Class B Notes are subordinated to the Issuer's obligations to

make payments of principal and interest on the Class A Notes in

accordance with the Terms and Conditions of the Notes, see

"CREDIT STRUCTURE — Pre-Enforcement Priority of Payments"

and "TERMS AND CONDITIONS OF THE NOTES — Redemption

— Pre-Enforcement Priority of Payments".

Limited Recourse

The Notes will be limited recourse obligations of the Issuer. See

"TERMS AND CONDITIONS OF THE NOTES — Provision of

Security; Limited Payment Obligation; Issuer Event of Default" and

"RISK FACTORS — Liability under the Notes; Limited Recourse".

Replenishment

During the Replenishment Period, the Seller may, at its option,

effect a replenishment of the Portfolio underlying the Notes by

- 6 -

offering to sell additional Receivables to the Issuer pursuant to the

Receivables Purchase Agreement. Pursuant to the Receivables

Purchase Agreement and subject to certain requirements, the Issuer

is obliged to purchase such additional Receivables from the Seller.

See "TERMS AND CONDITIONS OF THE NOTES —

Replenishment and Redemption" and "OUTLINE OF THE OTHER

PRINCIPAL TRANSACTION DOCUMENTS — Receivables

Purchase Agreement".

Replenishment Period

The Replenishment Period will start on the Note Issuance Date and

will end on the Payment Date falling in the twelfth (12th

) month after

the Note Issuance Date (inclusive) or, if earlier, on the date on

which an Early Amortisation Event occurs (exclusive). See

"TERMS AND CONDITIONS OF THE NOTES — Replenishment

and Redemption" and "OUTLINE OF THE OTHER PRINCIPAL


Agreement".

Early Amortisation Event The occurrence of any of the following events during the

Replenishment Period shall constitute an "Early Amortisation

Event":

(a) the Cumulative Loss Ratio exceeds 1.8%;

(b) on three (3) consecutive Cut-Off Dates, the amount

standing to the credit of the Purchase Shortfall Account is

higher than 15% of the initial aggregate Note Principal

Amount of all Notes (such event a "Purchase Shortfall

Event");

(c) as of any Payment Date, the initial Note Principal Amount

of all Notes would, after the application of the Available

Distribution Amount in accordance with the Pre-

Enforcement Priority of Payments, exceed the sum of (i)

the Aggregate Outstanding Principal Amount of all

Purchased Receivables as of such Payment Date (including

the Principal Amount of the Additional Receivables to be

purchased on such Payment Date) and (ii) the amount

standing to the credit of the Purchase Shortfall Account as

of such Payment Date; or

(d) a Termination Event or a Servicer Termination Event,

provided that in the case of (a) above with respect to any Cut-Off

Date following the date as of which the Early Amortisation Event

occurred, no Early Amortisation Event shall be deemed to have

occurred if, by the Payment Date immediately following the date as

of which the Early Amortisation Event occurred, the Rating

Agencies have confirmed that the occurrence of the relevant Early

Amortisation Event will not result in a downgrading, qualification

or withdrawal of their rating assigned to any of the Rated Notes. See

"TERMS AND CONDITIONS OF THE NOTES — Replenishment

and Redemption" and "OUTLINE OF THE OTHER PRINCIPAL


Agreement".

Interest

Each Class A Note entitles the holder thereof to receive from the

Available Distribution Amount on each Payment Date interest at the

rate of 0.15% per annum ("Class A Note Interest Rate") on the

nominal amount of each Class A Note outstanding immediately

- 7 -

prior to such Payment Date. Each Class B Note entitles the holder

thereof to receive from the Available Distribution Amount on each

Payment Date interest at the rate of 0.65% per annum ("Class B

Note Interest Rate") on the nominal amount of each Class B Note

outstanding immediately prior to such Payment Date. Each Class C

Note entitles the holder thereof to receive from the Available

Distribution Amount on each Payment Date interest at the rate of

1.00% per annum ("Class C Note Interest Rate") on the nominal

amount of each Class C Note outstanding immediately prior to such

Payment Date. Each Class D Note entitles the holder thereof to

receive from the Available Distribution Amount on each Payment

Date interest at the rate of EURIBOR + 5.00% per annum ("Class

D Note Interest Rate") on the nominal amount of each Class D

Note outstanding immediately prior to such Payment Date. Each

Class E Note entitles the holder thereof to receive from the

Available Distribution Amount on each Payment Date interest at the

rate of EURIBOR + 9.45% per annum ("Class E Note Interest

Rate") on the nominal amount of each Class E Note outstanding

immediately prior to such Payment Date. See "TERMS AND

CONDITIONS OF THE NOTES — Payments of Interest".

The Interest Period with respect to each Payment Date will be the

period commencing on (and including) the Payment Date

immediately preceding such Payment Date and ending on (but

excluding) such Payment Date with the first Interest Period

commencing on (and including) the Note Issuance Date and ending

on (but excluding) the first Payment Date. See "TERMS AND

CONDITIONS OF THE NOTES — Payments of Interest".

Payment Dates

During the Replenishment Period, payments of interest, and

following the expiration of the Replenishment Period, payments of

principal and interest will be made to the Noteholders on the

thirteenth (13th

) day of each calendar month, unless such date is not

a Business Day in which case the Payment Date shall be the next

succeeding Business Day and the first Payment Date will be the

Payment Date falling on 13 October 2016.

Legal Maturity Date

Unless previously redeemed as described herein, each Class of

Notes will be redeemed on the Payment Date falling in September

2029, subject to the limitations set forth in Condition 3.2 (Limited

Recourse) of the Terms and Conditions. The Issuer will be under no

obligation to make any payment under the Notes after the Legal

Maturity Date. See "TERMS AND CONDITIONS OF THE NOTES

— Redemption — Legal Maturity Date".

Scheduled Maturity Date

The Payment Date falling in September 2026. See "TERMS AND

CONDITIONS OF THE NOTES — Redemption — Scheduled

Maturity Date ".

Amortisation

The amortisation of the Notes will only commence after the

expiration of the Replenishment Period. On each Payment Date

following the expiration of the Replenishment Period, the Notes

will be subject to redemption in accordance with the Pre-

Enforcement Priority of Payments sequentially in the following

order: first, the Class A Notes until full redemption, second, the

Class B Notes until full redemption, third, the Class C Notes until

full redemption, fourth, the Class D Notes until full redemption and

fifth, the Class E Notes until full redemption. See "TERMS AND

CONDITIONS OF THE NOTES — Redemption — Amortisation".

- 8 -

Early Amortisation

The Notes will be subject to redemption in part prior to the

expiration of the Replenishment Period if an Early Amortisation

Event occurs. See above "OUTLINE OF THE TRANSACTION –

Replenishment Period".

Clean-up Call

On any Payment Date on or following which the Aggregate

Outstanding Principal Amount has been reduced to 10% of the

initial Aggregate Outstanding Principal Amount as of the first Cut-

Off Date, the Seller will have, subject to certain requirements, the

option under the Receivables Purchase Agreement to repurchase all

outstanding Purchased Receivables (together with any Related

Collateral) held by the Issuer, and the Issuer shall, upon due

exercise of such repurchase option, redeem all (but not some only)

of the Notes on the Early Redemption Date, whereby the repurchase

price to be paid by the Seller shall be applied in redemption of such

Notes together with all amounts ranking prior thereto according to

the Pre-Enforcement Priority of Payments and Condition 7.5 (Early

Redemption) of the Terms and Conditions and shall be equal to the

then current value (which in the event of Delinquent Receivables or

Defaulted Receivables shall be determined by an Independent

Appraiser) of all Purchased Receivables outstanding plus any

interest accrued until and outstanding on the Early Redemption Date

(which, for the avoidance of doubt, may be zero). See "TERMS

AND CONDITIONS OF THE NOTES — Redemption — Early

Redemption".

Optional Redemption for

Taxation Reasons and upon

occurrence of a Regulatory

Change Event

In the event that the Issuer is required by law to deduct or withhold

certain taxes with respect to any payment under the Notes, the

Notes may, at the option of the Issuer and subject to certain

conditions, be redeemed in whole but not in part at their then

outstanding aggregate Note Principal Amounts, together with

accrued interest (if any) to the date (which must be a Payment Date)

fixed for redemption. See "TERMS AND CONDITIONS OF THE

NOTES — Redemption — Optional Redemption for Taxation

Reasons and upon occurrence of a Regulatory Change Event".

In addition, the Notes will be subject to optional redemption in

whole but not in part following the occurrence of a Regulatory

Change Event.

"Regulatory Change Event" means (a) any enactment or

establishment of, or supplement or amendment to, or change in any

law, regulation, rule, policy or guideline of any relevant competent

international, European or national body (including the ECB or the

German Federal Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht) or any other relevant competent

international, European or national regulatory or supervisory

authority) or the application or official interpretation of, or view

expressed by any such competent body with respect to, any such

law, regulation, rule, policy or guideline which becomes effective

on or after the Note Issuance Date or (b) a notification by or other

communication from the applicable regulatory or supervisory

authority is received by the Seller with respect to the transactions

contemplated by the Transaction Documents on or after the Note

Issuance Date which, in each case, in the reasonable opinion of the

Seller, has the effect of materially adversely affecting the rate of

return on capital of the Issuer and/or the Seller or materially

increasing the cost or materially reducing the benefit to the Seller of

the transactions contemplated by the Transaction Documents.

- 9 -

For the further avoidance of doubt, the declaration of a Regulatory

Change Event will not be excluded by the fact that, prior to the Note

Issuance Date: (a) the event constituting any such Regulatory

Change Event was: (i) announced or contained in any proposal

(whether in draft or final form) for a change in the laws, regulations,

applicable regulatory rules, policies or guidelines (including any

accord, standard, or recommendation of the Basel Committee on

Banking Supervision), as officially interpreted, implemented or

applied by the Federal Republic of Germany or the European

Union; or (ii) incorporated in any law or regulation approved and/or

published but the effectiveness or application of which is deferred,

in whole or in part, beyond the Note Issuance Date or (iii) expressed

in any statement by any official of the competent authority in expert

meetings or other discussions in connection with such Regulatory

Change Event or (b) the competent authority has issued any

notification, taken any decision or expressed any view with respect

to any individual transaction, other than this transaction.

Accordingly, such proposals, statements, notifications or views will

not be taken into account when assessing the rate of return on

capital of the Issuer and/or the Seller or an increase the cost or

reduction of benefits to the Seller of the transactions contemplated

by the Transaction Documents immediately after the Note Issuance

Date.

Taxation

All payments of principal of and interest on the Notes will be made

free and clear of, and without any withholding or deduction for or

on account of, tax (if any) applicable to the Notes under any

applicable jurisdiction, unless such withholding or deduction is

required by law. If any such withholding or deduction is imposed,

the Issuer will not be obliged to pay any additional or further

amounts as a result thereof. See "TAXATION".

Resolution of Noteholders

In accordance with the German Act on Debt Securities of 2009

(Schuldverschreibungsgesetz), the Notes contain provisions

pursuant to which the Noteholders may agree by resolution to

amend the Terms and Conditions and to decide upon certain other

matters regarding the Notes including, without limitation, the

appointment or removal of a common representative for the

Noteholders of any Class. Resolutions of Noteholders of any Class

properly adopted, by vote taken without a meeting in accordance

with the Terms and Conditions, are binding upon all Noteholders of

such Class. Resolutions which do not provide for identical

conditions for all Noteholders of any Class are void, unless

Noteholders of such Class which are disadvantaged expressly

consent to their being treated disadvantageously. In no event,

however, may any obligation to make any payment or render any

other performance be imposed on any Noteholder of any Class by

resolution. As set out in the Terms and Conditions, resolutions

providing for certain material amendments to the Terms and

Conditions require a majority of not less than 75% of the votes cast.

Resolutions regarding other amendments are passed a simple

majority of the votes cast. See "TERMS AND CONDITIONS OF

THE NOTES—Resolutions of the Noteholders".

Collateral

The obligations of the Issuer under the Notes will be secured by

first ranking security interests granted to the Transaction Security

Trustee for the benefit of the Noteholders and other Beneficiaries in

respect of (i) the Issuer's claims under the Purchased Receivables

and any Related Collateral acquired by the Issuer pursuant to the

Receivables Purchase Agreement, (ii) the Issuer's claims under

- 10 -

certain Transaction Documents and (iii) the rights of the Issuer

under the Accounts, all of which have been assigned and transferred

by way of security or pledged to the Transaction Security Trustee

pursuant to the Transaction Security Agreement, and by any other

security interests granted by the Issuer to the Transaction Security

Trustee pursuant to the English Security Deed (collectively,

"Collateral").

Upon the occurrence of an Issuer Event of Default, the Transaction

Security Trustee will enforce or will arrange for the enforcement of

the Collateral and any credit in the Transaction Account, the

Commingling Reserve Account, the Set-Off Reserve Account, the

Liquidity Reserve Account and the Purchase Shortfall Account

(excluding certain amounts stated in Clause 23.1 of the Transaction

Security Agreement) and any proceeds obtained from the

enforcement of the Collateral pursuant to the Transaction Security

Agreement will be applied exclusively in accordance with the Post-

Enforcement Priority of Payments. See "THE MAIN PROVISIONS

OF THE TRANSACTION SECURITY AGREEMENT — Post-

Enforcement Priority of Payments".

THE PORTFOLIO AND DISTRIBUTION OF FUNDS

Purchased Receivables

The Portfolio underlying the Notes consists of consumer loan

receivables originated by the Seller in its ordinary course of

business under German law which comply with the Eligibility

Criteria (see "DESCRIPTION OF THE PORTFOLIO —

ELIGIBILITY CRITERIA"). The Aggregate Outstanding Principal

Amount as of the beginning of business (in Mönchengladbach) on

4 September 2016 was EUR 749,999,968.71. The Purchased

Receivables constitute loan instalment claims arising under

amortising general-purpose consumer loan agreements ("Loan

Contracts") entered into between the Seller, as lender, and certain

debtors ("Debtors"), as borrowers, for the purpose of consumption

and financing the acquisition of, inter alia, consumer goods. The

Purchased Receivables will be assigned and transferred to the Issuer

on or before the Note Issuance Date and as of any Payment Date

during the Replenishment Period pursuant to the Receivables

Purchase Agreement. Some of the Purchased Receivables are

secured by Related Collateral. The Seller will sell and assign such

Related Collateral together with the Receivables pursuant to the

Receivables Purchase Agreement, but will not give any guarantee

regarding the existence or the recoverability of such Related

Collateral. See "THE MAIN PROVISIONS OF THE

TRANSACTION SECURITY AGREEMENT".

Servicing of the Portfolio

The Purchased Receivables and any Related Collateral will be

administered, collected and enforced by the Seller in its capacity as

Servicer under a servicing agreement ("Servicing Agreement")

with the Issuer dated on or about 22 September 2016, and upon

termination of the appointment of the Servicer following the

occurrence of a Servicer Termination Event, by a substitute servicer

appointed by the Issuer. See "OUTLINE OF THE OTHER

PRINCIPAL TRANSACTION DOCUMENTS — Servicing

Agreement" AND "CREDIT AND COLLECTION POLICY".

Collections

Subject to the Pre-Enforcement Priority of Payments, the

Collections received on the Portfolio will, during the Replenishment

Period, be available for the payment of interest on the Notes and the

replenishment of the Portfolio and, after the expiration of the

- 11 -

Replenishment Period, for the payment of interest and principal on

the Notes. The Collections will include, inter alia, all cash

collections, interest, late payment or similar charges and other cash

proceeds of such Purchased Receivable or other amounts received

or recovered in respect thereof, including, without limitation, all

proceeds from insurance policies covering residual debt, all cash

proceeds of any Related Collateral, any proceeds from the sale of

Defaulted Receivables (together with the relevant Related

Collateral) received by the Servicer on behalf of the Issuer from any

third party and any participation in extraordinary profits

(Mehrerlösbeteiligungen) after realisation of the Related Collateral

to which the Issuer is entitled under the relevant Loan Contract, in

each case which is irrevocable and final (provided that any direct

debit (Lastschrifteinzug) shall constitute a Collection irrespective of

any subsequent valid return thereof (Lastschriftrückbelastung)), and

any Deemed Collections of such Purchased Receivable less any

amount previously received but required to be repaid on account of

a valid return of a direct debit (Lastschriftrückbelastung), provided

that, for the avoidance of doubt, any Collection which is less than

the amount then outstanding and due from the relevant Debtor shall

be applied in accordance with Sections 366 et seqq. of the German

Civil Code (Bürgerliches Gesetzbuch) or, with respect to

consumers, pursuant to Section 497 (3) of the German Civil Code

(Bürgerliches Gesetzbuch). Pursuant to the Receivables Purchase

Agreement, the Seller has undertaken to pay to the Issuer any

Deemed Collection which is equal to the amount of the Outstanding

Principal Amount (or the affected portion thereof) of any Purchased

Receivable if such Purchased Receivable becomes a Disputed

Receivable, such Purchased Receivable proves not to have been an

Eligible Receivable on the Purchase Date, such Purchased

Receivable is deferred, redeemed or modified other than in

accordance with the Servicing Agreement or certain other events

occur.

Defaulted Receivables

Any Purchased Receivable (which is not a Disputed Receivable)

which has been declared due and payable in full (insgesamt fällig

gestellt) in accordance with the Credit and Collection Policy of the

Servicer ("Defaulted Receivable(s)").

Liquidity Reserve As of the Note Issuance Date, the Notes will have the benefit of a

liquidity reserve which will provide limited protection against

shortfalls in the amounts to pay costs and expenses in accordance

with items first to fifth (inclusive) of the Pre-Enforcement Priority

of Payments and interest payable on the Class A Notes outstanding

on such Payment Date under item sixth. See "CREDIT

STRUCTURE — Liquidity Reserve".

Commingling Reserve

Only following the occurrence of a Commingling Reserve Trigger

Event, the Notes will have the benefit of a commingling reserve

which will provide limited protection against the commingling risk

in respect of the Seller acting as the Servicer. See "CREDIT

STRUCTURE — Commingling Reserve".

Set-Off Reserve

Only following the occurrence of a Set-Off Reserve Trigger Event,

the Notes will have the benefit of a set-off reserve which will

provide limited protection against the set-off risk in respect of the

Seller. See "CREDIT STRUCTURE — Set-Off Reserve".

Issuer's Sources of Income

The following amounts will be used by the Issuer to pay interest on

and principal of the Notes and to pay any amounts due to the other

- 12 -

creditors of the Issuer: (i) all payments of principal and interest and

certain other payments and any Deemed Collections received under

or with respect to the Purchased Receivables pursuant to the

Receivables Purchase Agreement and/or the Servicing Agreement,

(ii) all amounts of interest, if any, earned on the euro denominated

interest-bearing transaction account of the Issuer ("Transaction

Account") (iii) all amounts standing to the credit of the Liquidity

Reserve Account (except interest earned on such amounts, if any),

(iv) all amounts standing to the credit of the Commingling Reserve

Account (except interest earned on such amounts), (v) all amounts

standing to the credit of the Set-Off Reserve Account (except

interest earned on such amounts), (vi) all amounts standing to the

credit of the Purchase Shortfall Account (including interest earned

on such amounts), (vii) all amounts paid by any third party as

purchase price for Defaulted Receivables, (viii) the Transaction

Cost Fee (ix) any payments received from the Swap Counterparty

under the Swap Agreement and (x) all other amounts which

constitute the Available Distribution Amount and which have not

been mentioned in (i) to (ix) above. The Issuer will use amounts

received in respect of the Transaction Cost Fee under the

Receivables Purchase Agreement exclusively to repay the Funding

Loan Provider.

Available Distribution Amount "Available Distribution Amount" shall mean, with respect to any

Cut-Off Date and the Collection Period ending on such Cut-Off

Date, an amount calculated by the Servicer pursuant to the

Servicing Agreement as of such Cut-Off Date and notified to the

Issuer, the Corporate Administrator, the Calculation Agent and the

Transaction Security Trustee not later than on the fourth (4th

)

Business Day preceding the Payment Date following such Cut-Off

Date (or, if the Servicer fails to calculate such amount, the amount

calculated by the Calculation Agent with respect to such Cut-Off

Date on the basis of the information available to the Calculation

Agent at that time and notified to the Issuer, the Corporate

Administrator, the Principal Paying Agent, the Calculation Agent

and the Transaction Security Trustee not later than on the fourth

(4th

) Business Day preceding the Payment Date following such Cut-

Off Date), as the sum of:

1. any Collections (including, for the avoidance of doubt,

Deemed Collections paid by the Seller or (if different) the

Servicer) received by the Seller or (if different) the Servicer

during the Collection Period ending on such Cut-Off Date;

2. (i) (A) any stamp duty, registration and other similar taxes,

(B) any taxes levied on the Issuer and any relevant parties

involved in the financing of the Issuer due to the Issuer and

such parties having entered into the Receivables Purchase

Agreement, the other Transaction Documents or other

agreements relating to the financing of the acquisition by

the Issuer of the Purchased Receivables, (C) any liabilities,

costs, claims and expenses which arise from the non-

payment or the delayed payment of any taxes specified

under (B) above, except for those penalties and interest

charges which are attributable to the gross negligence of the

Issuer, and (D) any additional amounts corresponding to

sums which the Seller is required to deduct or withhold for

or on account of tax with respect to all payments made by

the Seller to the Issuer under the Receivables Purchase

Agreement, in each case paid by the Seller pursuant to the

- 13 -

Receivables Purchase Agreement, and (ii) any taxes,

increased costs and other amounts paid by the Seller to the

Issuer pursuant to the Receivables Purchase Agreement

(other than any Transaction Cost Fee) and any taxes,

increased costs and other amounts paid by the Servicer to

the Issuer pursuant to the Servicing Agreement, in each

case as collected during such Collection Period;

3. (i) (A) any default interest on unpaid sums due by the Seller

to the Issuer and (B) indemnities against any loss or

expense, including legal fees, incurred by the Issuer as a

consequence of any default of the Seller, in each case paid

by the Seller to the Issuer pursuant to the Receivables

Purchase Agreement and (ii) any default interest and

indemnities paid by the Servicer to the Issuer pursuant to

the Servicing Agreement, in each case as collected during

such Collection Period;

4. any other amounts paid by the Seller to the Issuer under or

with respect to the Receivables Purchase Agreement (other

than any Transaction Cost Fee) or the Purchased

Receivables or any Related Collateral and any other

amounts paid by the Servicer to the Issuer under or with

respect to the Servicing Agreement, the Purchased

Receivables or any Related Collateral, in each case as

collected during such Collection Period;

5. any interest earned (if any) on any balance credit of the

Transaction Account during such Collection Period;

6. the amounts (if any) standing to the credit of the

Commingling Reserve Account (excluding, for the

avoidance of doubt, any interest earned on any balance

credited to the Commingling Reserve Account), but only to

the extent necessary for the fulfilment on the relevant

Payment Date of the payment obligations of the Issuer

under items first to twenty-second (inclusive) of the Pre-

Enforcement Priority of Payments (but excluding any fees

and other amounts due to the Servicer under item fourth of

the Pre-Enforcement Priority of Payments), provided,

however, that such amounts shall only be included in the

Available Distribution Amount if and to the extent that the

Seller or (if different) the Servicer have, as of the relevant

Payment Date, failed to transfer to the Issuer any

Collections (other than Deemed Collections within the

meaning of item (B) (i) of the definition of Deemed

Collections) received or payable by the Seller or (if

different) the Servicer during, or with respect to, the

Collection Period ending on the Cut-Off Date immediately

preceding the relevant Payment Date or if the appointment

of the Servicer under the Servicing Agreement has been

automatically terminated pursuant to the last paragraph of

Clause 9.1 of the Servicing Agreement;

7. the amounts (if any) standing to the credit of the Set-Off

Reserve Account (excluding, for the avoidance of doubt,

any interest earned on any balance credited to the Set-Off

Reserve Account), but only to the extent necessary for the

fulfilment on the relevant Payment Date of the payment

obligations of the Issuer under items first to twenty-second

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(inclusive) of the Pre-Enforcement Priority of Payments

(but excluding any fees and other amounts due to the

Servicer under item fourth of the Pre-Enforcement Priority

of Payments), provided, however, that such amounts shall

only be included in the Available Distribution Amount if

and to the extent that (i) any amounts that would otherwise

have to be transferred to the Issuer as Deemed Collections

within the meaning of item (B) (i) of the definition of

Deemed Collections for the Collection Period ending on the

relevant Cut-Off Date were not received by the Seller as a

result of any of the actions described in item (B) (i) of the

definition of Deemed Collections, and (ii) the Issuer does

not have a right of set-off against the Seller or (if different)

the Servicer with respect to such amounts on the relevant

Payment Date;

8. the amounts (if any) standing to the credit of the Liquidity

Reserve Account (excluding, for the avoidance of doubt,

any interest earned on any balance credited to the Liquidity

Reserve Account), but only to the extent necessary for the

fulfilment on the relevant Payment Date of the payment

obligations of the Issuer in relation to costs and expenses

payable in accordance with items first to fifth of the Pre-

Enforcement Priority of Payments and interest payable on

the Class A Notes outstanding on such Payment Date under

item sixth, provided, however, that such amounts shall

only be included in the Available Distribution Amount if

and to the extent that there would be a shortfall in these

amounts when due by reason of a Liquidity Reserve

Transfer Event following the application of the Available

Distribution Amount according to the Pre-Enforcement

Priority of Payments;

9. the amounts (if any) standing to the credit of the Purchase

Shortfall Account (including any interest earned thereon);

10. the amounts (if any) standing to the credit of the

Transaction Account which would have been distributed as

Available Distribution Amount on any Payment Date prior

to such Cut-Off Date, but were not distributed due to such

Payment Date falling on a Servicer Disruption Date or the

prior occurrence of a Termination Event;

11. any payments received from the Swap Counterparty under

the Swap Agreement (excluding, however, any Swap

Collateral other than any proceeds from such Swap

Collateral applied in satisfaction of payments due to the

Issuer in accordance with the Swap Agreement upon early

termination of the Swap Agreement) on or before and with

respect to the Payment Date immediately following such

Cut-Off Date; and

12. any amount (other than covered by (1) through (11) above)

(if any) paid to the Issuer by any other party to any

Transaction Document (other than the Funding Loan

Agreement) within according to such Transaction

Document is to be allocated to the Available Distribution

Amount.

Pre-Enforcement Priority of On each Payment Date, prior to the occurrence of an Issuer Event of

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Payments

Default, the Available Distribution Amount as calculated as of the

Cut-Off Date immediately preceding such Payment Date shall be

applied in accordance with the following order of priorities ("Pre-

Enforcement Priority of Payments"):

first, to pay any obligation of the Issuer with respect to tax under

any applicable law (if any);

second, to pay any fees, costs, taxes (excluding, for the avoidance of

doubt, any income taxes or other general taxes due and payable in

the ordinary course of business), expenses and other amounts due

and payable to the Transaction Security Trustee under the

Transaction Documents;

third, to pay pari passu with each other on a pro rata basis any fees,

costs, taxes (excluding, for the avoidance of doubt, any income

taxes or other general taxes due in the ordinary course of business),

expenses and other amounts due to the Corporate Administrator

under the Corporate Administration Agreement, the Data Trustee

under the Data Trust Agreement, and the Account Bank under the

Accounts Agreement, the Principal Paying Agent, the Calculation

Agent and the Cash Administrator under the Agency Agreement,

the Joint Lead Managers under the Subscription Agreement

(excluding any commissions and concessions which are payable to

the Joint Lead Managers under the Subscription Agreement on the

Note Issuance Date and which are to be paid by the Issuer by

applying the funds disbursed to it under the Funding Loan), the

relevant stock exchange on which the Notes may be listed, any

listing agent, any intermediary between the Issuer, the Noteholders

and the relevant stock exchange, the Common Safekeeper or any

other relevant party with respect to the issue of the Notes, any

amounts due and payable by the Issuer in connection with the

establishment of the Issuer, and any other amounts due and payable

or which are expected to fall due and payable by the Issuer in

connection with the liquidation or dissolution (if applicable) of the

Issuer or any other fees, costs and expenses, and a reserved profit of

the Issuer of up to EUR 500 annually and any fees, costs, taxes

(excluding, for the avoidance of doubt, any income taxes or other

general taxes due in the ordinary course of business), expenses and

other amounts due to the directors of the Issuer (properly incurred

with respect to their duties), legal advisers or auditors of the Issuer,

the Rating Agencies (including any ongoing monitoring fees);

fourth, to pay pari passu with each other on a pro rata basis any

fees, costs, taxes (excluding, for the avoidance of doubt, any income


expenses and other amounts due to the Servicer under the Servicing

Agreement or otherwise, and any such amounts due to any

substitute servicer (including any expenses, costs and fees incurred

in the course of replacement) for the Purchased Receivables and any

Related Collateral which may be appointed from time to time in

accordance with the Receivables Purchase Agreement or the

Servicing Agreement and any such costs and expenses incurred by

the Issuer itself in the event that the Issuer collects and/or services

the Purchased Receivables or any Related Collateral;

fifth, to pay any amount due and payable to the Swap Counterparty

under the Swap Agreement, other than any termination payment (as

determined pursuant to the Swap Agreement) due and payable to

the Swap Counterparty if an event of default has occurred under the

- 16 -

Swap Agreement with respect to the Swap Counterparty or a failure

by the Swap Counterparty to comply with the Rating Agencies'

swap criteria;

sixth, to pay Class A Notes Interest due and payable on such

Payment Date pro rata on each Class A Note;

seventh, to in or towards payment of any amounts to the Liquidity

Reserve Account up to the Required Liquidity Reserve Amount;

eighth, if no Principal Deficiency Trigger Event has occurred, to

pay Class B Notes Interest due and payable on such Payment Date

pro rata on each Class B Note;

ninth, if no Principal Deficiency Trigger Event has occurred, to pay

Class C Notes Interest due and payable on such Payment Date pro

rata on each Class C Note;

tenth, if no Principal Deficiency Trigger Event has occurred, to pay

Class D Notes Interest due and payable on such Payment Date pro

rata on each Class D Note;

eleventh, if no Principal Deficiency Trigger Event has occurred, to

pay Class E Notes Interest due and payable on such Payment Date

pro rata on each Class E Note;

twelfth, during the Replenishment Period, to pay the purchase price

payable in accordance with the Receivables Purchase Agreement

for any Additional Receivables purchased on such Payment Date,

but only up to the Replenishment Available Amount;

thirteenth, during the Replenishment Period, to credit the Purchase

Shortfall Account with the Purchase Shortfall Amount occurring on

such Payment Date;

fourteenth, after the expiration of the Replenishment Period, to pay

any Class A Notes Principal as of such Cut-Off Date, pro rata on

each Class A Note, but only until the Class A Principal Amount

following such payment is equal to the Class A Target Principal

Amount;

fifteenth, upon the occurrence of a Principal Deficiency Trigger

Event, to pay Class B Notes Interest due and payable on such

Payment Date pro rata on each Class B Note;

sixteenth, after the expiration of the Replenishment Period and after

the Class A Notes have been redeemed in full, to pay any Class B

Notes Principal as of such Cut-Off Date, pro rata on each Class B

Note, but only until the Class B Principal Amount following such

payment is equal to the Class B Target Principal Amount;

seventeenth, upon the occurrence of a Principal Deficiency Trigger

Event, to pay Class C Notes Interest due and payable on such

Payment Date pro rata on each Class C Note;

eighteenth, after the expiration of the Replenishment Period and

after the Class B Notes have been redeemed in full, to pay any Class

C Notes Principal as of such Cut-Off Date, pro rata on each Class C

Note, but only until the Class C Principal Amount following such

payment is equal to the Class C Target Principal Amount;

- 17 -

nineteenth, upon the occurrence of a Principal Deficiency Trigger

Event, to pay Class D Notes Interest due and payable on such

Payment Date pro rata on each Class D Note;

twentieth, after the expiration of the Replenishment Period and after

the Class C Notes have been redeemed in full, to pay any Class D

Notes Principal as of such Cut-Off Date, pro rata on each Class D

Note, but only until the Class D Principal Amount following such

payment is equal to the Class D Target Principal Amount;

twenty-first, upon the occurrence of a Principal Deficiency Trigger

Event, to pay Class E Notes Interest due and payable on such

Payment Date pro rata on each Class E Note;

twenty-second, after the expiration of the Replenishment Period and

after the Class D Notes have been redeemed in full, to pay any

Class E Notes Principal as of such Cut-Off Date, pro rata on each

Class E Note, but only until the Class E Principal Amount following

such payment is equal to the Class E Target Principal Amount;

twenty-third, unless the Payment Date falls on a Servicer Disruption

Date, after a Commingling Reserve Trigger Event has occurred, to

credit the Commingling Reserve Account with effect as from such

Payment Date up to the amount of the Commingling Reserve

Amount as of such Cut-Off Date;

twenty-fourth, unless the Payment Date falls on a Servicer

Disruption Date, after a Set-Off Reserve Trigger Event has

occurred, to credit the Set-Off Reserve Account with effect as from

such Payment Date up to the amount of the Set-Off Reserve

Amount as of the Cut-Off Date;

twenty-fifth, to pay any termination payment (as determined

pursuant to the Swap Agreement) due and payable to the Swap

Counterparty under the Swap Agreement if an event of default has

occurred under the Swap Agreement with respect to the Swap

Counterparty or a failure by the Swap Counterparty to comply with

the Rating Agencies' swap criteria;

twenty-sixth, unless the Payment Date falls on a Servicer Disruption

Date, to pay any amounts owed by the Issuer to the Seller under this

Receivables Purchase Agreement in respect of (i) any valid return

of a direct debit (Lastschriftrückbelastung) (to the extent such

returns do not reduce the Collections for the Collection Period

ending on such Cut-Off Date), (ii) any tax credit, relief, remission

or repayment received by the Issuer on account of any tax or

additional amount paid by the Seller or (iii) any Deemed Collection

paid by the Seller for a Disputed Receivable which proves

subsequently with res judicata (rechtskräftig festgestellt) to be an

enforceable Purchased Receivable, or otherwise (including, for the

avoidance of doubt, any claims of the Seller against the Issuer for

breach of obligation) under the Receivables Purchase Agreement or

other Transaction Documents; and

twenty-seventh, unless the Payment Date falls on a Servicer

Disruption Date, to pay, prior to the occurrence of a Termination

Event, any remaining amount to the Seller in accordance with the

Receivables Purchase Agreement,

- 18 -

provided that any payment to be made by the Issuer under items

first to fourth (inclusive) with respect to taxes shall be made on the

Business Day on which such payment is then due and payable using

any amounts then credited to the Transaction Account and, if

applicable, the Liquidity Reserve Account, the Commingling

Reserve Account, the Set-Off Reserve Account and the Purchase

Shortfall Account.

Issuer Event of Default

An "Issuer Event of Default" shall occur when:

(i) the Issuer becomes insolvent or the Issuer is wound up or

an order is made or an effective resolution is passed for the

winding-up of the Issuer or the Issuer initiates or consents

or otherwise becomes subject to liquidation, examinership,

insolvency, reorganisation or similar proceedings under any

applicable law, which affect or prejudice the performance

of its obligations under the Notes or the other Transaction

Documents, and are not, in the opinion of the Transaction

Security Trustee, being disputed in good faith with a

reasonable prospect of discontinuing or discharging the

same, or such proceedings are not instituted for lack of

assets;

(ii) the Issuer defaults in the payment of any interest due and

payable in respect of the Class A Notes and such default

continues for a period of at least five (5) Business Days;

(iii) the Issuer defaults in the payment of any interest or

principal due and payable in respect of any other Note or in

the due payment or performance of any other Transaction

Secured Obligation (as such term is defined in Clause 7

(Security Purpose) of the Transaction Security Agreement),

other than those mentioned under item twenty-third to

twenty-seventh of the Pre-Enforcement Priority of

Payments, in each case, to the extent that the Available

Distribution Amount as of the Cut-Off Date immediately

preceding the relevant Payment Date would have been

sufficient to pay such amounts, and such default continues

for a period of at least five (5) Business Days;

(iv) a distress, execution, attachment or other legal process is

levied or enforced upon or sued out against all or any

substantial part of the assets of the Issuer and is not

discharged or does not otherwise cease to apply within

thirty (30) calendar days of being levied, enforced or sued

out or legal proceedings are commenced for any of the

aforesaid, or the Issuer makes a conveyance or assignment

for the benefit of its creditors generally; or

(v) the Transaction Security Trustee ceases to have a valid and

enforceable security interest in any of the Collateral or any

other security interest created under any Transaction

Security Document.

Upon the occurrence of an Issuer Event of Default, the full Class

Principal Amount shall become due and payable in accordance with

the Post-Enforcement Priority of Payments.

Post-Enforcement Priority of

Payments

Upon the occurrence of an Issuer Event of Default, on any Payment

Date any Credit (which excludes certain amounts stated in

- 19 -

Clause 23.1 of the Transaction Security Agreement) shall be applied

in the following order towards fulfilling the payment obligations of

the Issuer, in each case only to the extent payments of a higher

priority have been made in full:

first, to pay any obligation of the Issuer with respect to tax under

any applicable law (if any);

second, to pay any fees, costs, taxes (excluding, for the avoidance of

doubt, any income taxes or other general taxes due and payable in

the ordinary course of business), expenses and other amounts due to

the Transaction Security Trustee under the Transaction Documents;

third, to pay pari passu with each other on a pro rata basis any fees,

costs, taxes (excluding, for the avoidance of doubt, any income


expenses and other amounts due to the Corporate Administrator

under the Corporate Administration Agreement, the Data Trustee

under the Data Trust Agreement, and the Account Bank under the

Accounts Agreement, the Principal Paying Agent, the Calculation

Agent and the Cash Administrator under the Agency Agreement,

the Joint Lead Managers under the Subscription Agreement

(excluding any commissions and concessions which are payable to

each Joint Lead Manager under the Subscription Agreement on the

Note Issuance Date and which are to be paid by the Issuer by

applying the funds disbursed to it under the Funding Loan), the

relevant stock exchange on which the Notes may be listed, any

listing agent, any intermediary between the Issuer, the Noteholders

and the relevant stock exchange, the Common Safekeeper or any

other relevant party with respect to the issue of the Notes, any

amounts due and payable by the Issuer in connection with the

establishment of the Issuer, and any other amounts due and payable

or which are expected to fall due and payable by the Issuer in

connection with the liquidation or dissolution (if applicable) of the

Issuer or any other fees, costs and expenses, and a reserved profit of

the Issuer of up to EUR 500 annually and any fees, costs, taxes

(excluding, for the avoidance of doubt, any income taxes or other

general taxes due in the ordinary course of business), expenses and

other amounts due to the directors of the Issuer (properly incurred

with respect to their duties), legal advisers or auditors of the Issuer,

the Rating Agencies (including any ongoing monitoring fees);

fourth, to pay pari passu with each other on a pro rata basis any

fees, costs, taxes (excluding, for the avoidance of doubt, any income


expenses and other amounts due to the Servicer under the Servicing

Agreement or otherwise, and any such amounts due to any

substitute servicer (including any expenses, costs and fees incurred

in the course of replacement) for the Purchased Receivables and any

Related Collateral which may be appointed from time to time in

accordance with the Receivables Purchase Agreement or the

Servicing Agreement and any such costs and expenses incurred by

the Issuer itself in the event that the Issuer collects and/or services

the Purchased Receivables or any Related Collateral;

fifth, to pay any amount due and payable to the Swap Counterparty

under the Swap Agreement, other than any termination payment (as

determined pursuant to the Swap Agreement) due and payable to

the Swap Counterparty if an event of default has occurred under the

Swap Agreement with respect to the Swap Counterparty or a failure

- 20 -

by the Swap Counterparty to comply with the Rating Agencies'

swap criteria;

sixth, to pay Class A Notes Interest due and payable on such

Payment Date, pro rata on each Class A Note;

seventh, to pay any Class A Notes Principal as of such Payment

Date, pro rata on each Class A Note;

eighth, after the Class A Notes have been redeemed in full, to pay

Class B Notes Interest due and payable on such Payment Date, pro

rata on each Class B Note;

ninth, to pay any Class B Notes Principal as of such Payment Date,

pro rata on each Class B Note;

tenth, after the Class B Notes have been redeemed in full, to pay

Class C Notes Interest due and payable on such Payment Date, pro

rata on each Class C Note;

eleventh, to pay any Class C Notes Principal as of such Payment

Date, pro rata on each Class C Note;

twelfth, after the Class C Notes have been redeemed in full, to pay

Class D Notes Interest due and payable on such Payment Date, pro

rata on each Class D Note;

thirteenth, to pay any Class D Notes Principal as of such Payment

Date, pro rata on each Class D Note;

fourteenth, after the Class D Notes have been redeemed in full, to

pay Class E Notes Interest due and payable on such Payment Date,

pro rata on each Class E Note;

fifteenth, to pay any Class E Notes Principal as of such Payment

Date, pro rata on each Class E Note;

sixteenth, to pay any termination payment (as determined pursuant

to the Swap Agreement) due and payable to the Swap Counterparty

under the Swap Agreement if an event of default has occurred under

the Swap Agreement with respect to the Swap Counterparty or a

failure by the Swap Counterparty to comply with the Rating

Agencies' swap criteria;

seventeenth, to pay any amounts owed by the Issuer to the Seller

under the Receivables Purchase Agreement in respect of (i) any

valid return of a direct debit (Lastschriftrückbelastung) (to the

extent such returns do not reduce the Collections for the Collection

Period ending on the Cut-Off Date immediately preceding such

Payment Date), (ii) any tax credit, relief, remission or repayment

received by the Issuer on account of any tax or additional amount

paid by the Seller or (iii) any Deemed Collection paid by the Seller

for a Disputed Receivable which proves subsequently with res

judicata (rechtskräftig festgestellt) to be an enforceable Purchased

Receivable, or otherwise (including, for the avoidance of doubt, any

claims of the Seller against the Issuer for breach of obligation)

under the Receivables Purchase Agreement or other Transaction

Documents; and

eighteenth, to pay any remaining amount to the Seller,

- 21 -

provided that any payment to be made by the Issuer under items

first to fourth (inclusive) with respect to taxes shall be made on the

Business Day on which such payment is then due and payable using

the Credit.

Swap Agreement The Issuer has entered into an interest rate swap agreement on the

basis of an 2002 ISDA Master Agreement (including any schedule

thereto and confirmation thereunder as well as any related Credit

Support Annex, the "Swap Agreement") with the Swap

Counterparty under which it has hedged its interest rate exposure

resulting from fixed rate interest revenue under the Purchased

Receivables and floating rate interest obligations under the Class D

Notes and the Class E Notes. See "OUTLINE OF THE OTHER

PRINCIPAL TRANSACTION DOCUMENTS —Swap Agreement".

Ratings

The Class A Notes are expected on issue to be assigned a long-term

rating of AA(sf) by DBRS and a long-term rating of AA(sf) by

S&P. The Class B Notes are expected on issue to be assigned a

long-term rating of A(sf) by DBRS and a long-term rating of A(sf)

by S&P. The Class C Notes are expected on issue to be assigned a

long-term rating of BBB(sf) by DBRS and a long-term rating of

BBB(sf) by S&P. The Class D Notes are expected on issue to be

assigned a long-term rating of BB(sf) by DBRS and a long-term

rating of BB(sf) by S&P.

No rating will be obtained for the Class E Notes.

Approval, Listing and

Admission to trading

Application has been made to the Commission de Surveillance du

Secteur Financier, as competent authority under the Prospectus

Directive, for the prospectus to be approved for the purposes of the

Prospectus Directive. Application has been made to the

Luxembourg Stock Exchange for the Notes to be admitted to

trading on the regulated market of the Luxembourg Stock Exchange

and to be listed on the official list of the Luxembourg Stock

Exchange. The direct cost of the admission of the Notes to be

admitted to trading in the regulated market of the Luxembourg

Stock Exchange and to be listed on the official list of the

Luxembourg Stock Exchange amounts to approximately

EUR 40,880.

Clearing

Euroclear of 1 Boulevard du Roi Albert II, B-1210 Brussels,

Belgium and Clearstream Luxembourg of 42 Avenue J.F. Kennedy,

L-1855 Luxembourg (together, "Clearing Systems",

"International Central Securities Depositaries" or "ICSDs").

Governing Law

The Notes will be governed by, and construed in accordance with,

the laws of the Federal Republic of Germany.

Transaction Documents

The Receivables Purchase Agreement, the Servicing Agreement, the

Transaction Security Agreement, the Master Definitions

Agreement, the Corporate Administration Agreement, the Accounts

Agreement, the Data Trust Agreement, the Funding Loan

Agreement, the Notes, the Agency Agreement, the Subscription

Agreement, the Swap Agreement and any further agreement relating

thereto or the transactions contemplated therein and any amendment

agreement or termination agreement to those agreements. See

"OUTLINE OF THE OTHER PRINCIPAL TRANSACTION

DOCUMENTS".

- 22 -

RISK FACTORS

The following is an overview of risk factors which prospective investors should consider before

deciding to purchase the Notes. While the Issuer believes that the following statements describe the

material risk factors inherent to the Notes and are up to date as of the date of this Prospectus, the

following statements are not exhaustive and prospective investors are requested to consider all the

information in this Prospectus, make such other enquiries and investigations as they consider

appropriate and reach their own views prior to making any investment decisions.

The Notes will be solely contractual obligations of the Issuer. The Notes will not be obligations or

responsibilities of, or guaranteed by, any of the Seller, the Servicer (if different), the Corporate

Administrator, the Transaction Security Trustee, the Data Trustee, the Swap Counterparty, the

Principal Paying Agent, the Calculation Agent, the Cash Administrator, the Joint Lead Managers,

the Arranger (if different), the Luxembourg Listing Agent, the Local Agent, the Common

Safekeeper, or any of their respective affiliates or any affiliate of the Issuer or any other party

(other than the Issuer) to the Transaction Documents or any other third person or entity other than

the Issuer. Furthermore, no person other than the Issuer will accept any liability whatsoever to

Noteholders in respect of any failure by the Issuer to pay any amount due under the Notes.

The Issuer

Credit Aspects of the Transaction

Liability under the Notes, Limited Recourse

The Notes represent obligations of the Issuer only, and do not represent obligations of, and are not

guaranteed by, any other person or entity. In particular, the Notes do not represent obligations of, and will

not be guaranteed by, any of the Seller, the Servicer (if different), the Corporate Administrator, the

Transaction Security Trustee, the Data Trustee, the Swap Counterparty, the Principal Paying Agent, the

Calculation Agent, the Cash Administrator, the Joint Lead Managers, Arranger (if different), the

Luxembourg Listing Agent, the Local Agent, the Common Safekeeper, or any of their respective affiliates

or any affiliate of the Issuer or any other party (other than the Issuer) to the Transaction Documents or

any other third person or entity other than the Issuer. No person other than the Issuer will accept any

liability whatsoever to the Noteholders in respect of any failure by the Issuer to pay any amount due

under the Notes.

Notwithstanding anything to the contrary under the Notes or in any other Transaction Document to which

the Issuer is expressed to be a party, all amounts payable or expressed to be payable by the Issuer

hereunder shall be recoverable solely out of the Credit (as defined in Clause 23 (Post-Enforcement

Priority of Payments) of the Transaction Security Agreement) which shall be generated by, and limited to

(i) payments made to the Issuer by the Servicer under the Servicing Agreement, (ii) payments made to the

Issuer by the Swap Counterparty under the Swap Agreement, (iii) payments made to the Issuer under the

other Transaction Documents (other than the Funding Loan Agreement and the Transaction Cost Fee),

(iv) proceeds from the realisation of the Collateral and (v) interest earned, if any, on the balance credited

to the Transaction Account and, if applicable, the Purchase Shortfall Account, as available on the relevant

Payment Date (as defined in Condition 5.1 (Payment Dates)), in each case in accordance with and subject

to the relevant Priorities of Payments and which shall only be settled if and to the extent that the Issuer is

in a position to settle such claims using future profits (künftige Gewinne), any remaining liquidation

proceeds (Liquidationsüberschuss) or any current positive balance of the net assets (anderes freies

Vermögen) of the Issuer. The Notes shall not give rise to any payment obligation in excess of the Credit

and recourse shall be limited accordingly.

The Issuer shall hold all monies paid to it in the Transaction Account, except the Commingling Reserve

Amount which the Issuer shall hold in the Commingling Reserve Account, the Set-Off Reserve Amount

which the Issuer shall hold in the Set-Off Reserve Account, the Required Liquidity Reserve Amount

which the Issuer shall hold in the Liquidity Reserve Account and the Purchase Shortfall Amount which

the Issuer shall hold in the Purchase Shortfall Account. Furthermore, the Issuer shall exercise all of its

rights under the Transaction Documents with the due care of a prudent businessman such that obligations

under the Notes may be performed to the fullest extent possible.

- 23 -

To the extent the assets of the Issuer are ultimately insufficient to satisfy the claims of all Noteholders in

full, the Issuer shall notify the Noteholders that no further amounts are available and no further proceeds

can be realised from the Issuer's assets to satisfy any outstanding claims of the Noteholders, and neither

assets nor proceeds will be so available thereafter. For the avoidance of doubt, nothing in this section

shall limit or otherwise restrict the validity or maturity of, or constitute a waiver (Verzicht) of, any of the

claims of the Noteholders against the Issuer under or in connection with the Notes.

The Noteholders shall not (otherwise than as contemplated herein) take steps against the Issuer, its

officers or directors to recover any sum so unpaid and, in particular, the Noteholders shall not petition or

take any other step or action for the winding up, examinership, liquidation or dissolution of the Issuer, or

its officers or directors, nor for the appointment of a liquidator, examiner, receiver or other person in

respect of the Issuer or its assets.

There is no specific statutory or judicial authority in German law on the validity of such non-petition

clauses, limited recourse clauses or priority of payment clauses (such as contained in the Priorities of

Payments). It cannot be excluded that a German court might hold that any such clauses in the German law

governed Transaction Documents is void in cases where the Issuer intentionally breaches its duties or

intentionally does not fulfil its respective obligations under such documents. In this case the allocation of

Available Distribution Amounts as provided for in the Priorities of Payments in the Transaction

Documents may be invalid and junior creditors may be entitled to receive higher payments than provided

for in the Transaction Documents, causing a respective loss for the senior creditors such as the

Noteholdes. The foregoing would apply to other restrictions of liability of the Issuer as well. In individual

cases, German courts held that a non-petition clause in a lease agreement preventing the lessee from

initiating court proceedings against the lessor was void as it violated bonos mores and that the parties to a

contract may only waive their respective right to take legal action in advance to a certain specified extent,

but not entirely, because the right to take legal action is a core principle of the German legal system.

However, this Issuer has been advised that these rulings are based on the particularities of the respective

cases and, therefore, should not give rise to the conclusion that non-petition clauses, limited recourse

clauses or priority of payment clauses are generally void under German law. Additionally, because under

German law a party is generally free to waive its claim against another party in advance, a partial waiver,

in the sense that the party waives only its rights to enforce its claims, should a fortiori be valid.

Notwithstanding the foregoing, the risk cannot be excluded that the Issuer may become subject to

insolvency or similar proceedings, in particular, as the Issuer's solvency depends on the receipt of cash-

flows from the Seller and the Debtors. As the Issuer has its registered office in the Federal Republic of

Germany, there is a rebuttable presumption that its centre of main interest within the meaning of Article

3(1) of the EU Insolvency Regulation is located in the Federal Republic of Germany and, consequently, it

is likely that any insolvency proceedings applicable to it would be governed by German law.

Non-Existence of Purchased Receivables

The Issuer retains the right to bring indemnification claims against the Seller but no other person against

the risk that the Purchased Receivables do not exist or cease to exist without encumbrance (Bestands- und

Veritätshaftung) in accordance with the Receivables Purchase Agreement. If the Loan Contract relating to

a Purchased Receivable proves not to have been legally valid as of the Purchase Date or ceases to exist,

the Seller will pay to the Issuer a Deemed Collection in an amount equal to the Outstanding Principal

Amount of such Purchased Receivable (or the affected portion thereof) pursuant to the Receivables

Purchase Agreement.

The same applies if Debtors revoke the Loan Contract. Such revocations are legally possible even after

the regular two (2) week time limit if the instruction of revocation (Widerrufsbelehrung) used by the

Seller or the counterparty of a linked contract within the meaning of Section 358 of the German Civil

Code (Bürgerliches Gesetzbuch) does not comply with the legal requirements. The legal requirements of

notices of revocation are under constant review of the German courts. See "RISK FACTORS – German

Consumer Loan Legislation".

Non-Existence of Collateral

The Purchased Receivables are generally unsecured in accordance with the customary practice of the

Seller. However, in individual cases there may be an assignment or transfer of collateral to the Seller to

secure an individual loan. As such, the Seller does not guarantee the existence of collateral for all

- 24 -

Purchased Receivables. This collateral may consist especially, but not only, of the assignment and/or

transfer of any security title (Sicherungseigentum) to vehicles, payment protection insurance policies

(Ratenschutzversicherungen), and/or any claims and rights in respect of wages and social security

benefits (to the extent legally possible). According to the Receivables Purchase Agreement, the Issuer

will on or before the Note Issuance Date purchase and acquire from the Seller the Purchased Receivables

and such existing collateral, the latter to the extent that it has been validly assigned and/or transferred to

the Seller. However, due to the generally unsecured character of the loan product, the Seller has not

verified and does not guarantee the value of existing collateral.

Limited Resources of the Issuer

The Issuer is a special purpose financing entity with no business operations other than the issue of the

Notes and the purchase and financing of the Purchased Receivables. Therefore, the ability of the Issuer to

meet its obligations under the Notes will depend, inter alia, upon receipt of:

payments of principal and interest and certain other payments received as Collections under the

Purchased Receivables pursuant to the Servicing Agreement and the Receivables Purchase

Agreement;

Deemed Collections (if due) from the Seller;

interest earned on the amounts credited to the Transaction Account and the Purchase Shortfall

Account, if any;

amounts paid by any third party as purchase prices for Defaulted Receivables and any relevant

Related Collateral;

payments from the Swap Counterparty under the Swap Agreement;

payments (if any) under the other Transaction Documents in accordance with the terms thereof

(excluding the Transaction Cost Fee).

Other than the foregoing, the Issuer will have no funds available to meet its obligations under the Notes.

The Notes

Early Redemption of the Notes and Effect on Yield

The yield to maturity of any Note of each Class will depend on, inter alia, the amount and timing of

payment of principal and interest on the Purchased Receivables and the price paid by the Noteholder for

such Note.

As at the Note Issuance Date, the Replenishment Period will commence on (but excluding) the Note

Issuance Date and end on (i) the Payment Date falling in the twelfth (12th

) month after the Note Issuance

Date (inclusive) or, if earlier, (ii) the date on which an Early Amortisation Event occurs (exclusive).

Following the expiration of the Replenishment Period, the Notes will be subject to redemption (subject to

the applicable Class Target Principal Amount) in accordance with the Pre-Enforcement Priority of

Payment.

On any Payment Date on or following which the Aggregate Outstanding Principal Amount has been

reduced to 10% of the initial Aggregate Outstanding Principal Amount as of the first Cut-Off Date, the

Seller may, subject to certain conditions, repurchase all Purchased Receivables (together with any Related

Collateral) which have not been sold to a third party for a purchase price equal to the then current value of

the Purchased Receivables and the proceeds from such repurchase shall constitute Collections and the

payments of interest and principal in accordance with the Pre-Enforcement Priority of Payment on such

Payment Date will lead to an early redemption of the Notes (see Condition 7.5 (Early Redemption) of the

Terms and Conditions of the Notes). This may adversely affect the yield on the then outstanding Classes

of Notes.

In addition, the Issuer may, subject to certain conditions, redeem all of the Notes if under applicable law

the Issuer is required to make a deduction or withholding for or on account of tax (see Condition 7.6

- 25 -

(Optional Redemption for Taxation Reasons) of the Terms and Conditions of the Notes) or if a

Regulatory Change Event occurs (including, inter alia, upon the receipt by the Seller of a notification by

or other communication from the applicable regulatory or supervisory authority on or after the Note

Issuance Date which, in the reasonable opinion of the Seller, has the effect of materially adversely

affecting the rate of return on capital of the Issuer and/or the Seller or materially increasing the cost or

materially reducing the benefit to the Seller of the transactions contemplated by the Transaction

Documents). This may adversely affect the yield on each Class of Notes.

Conflicts of Interest

The Servicer may hold and/or service claims against the Debtors with respect to Receivables other than

the Purchased Receivables. The interests or obligations of the Servicer in its respective capacities with

respect to such other claims may in certain aspects conflict with the interests of the Noteholders.

Wilmington Trust SP Services (Frankfurt) GmbH is acting as Corporate Administrator, as Calculation

Agent and as Cash Administrator and Wilmington Trust (London) Limited is acting as Transaction

Security Trustee and Data Trustee. Accordingly, they are acting in a number of capacities in connection

with the Transaction. They will have only the duties and responsibilities expressly agreed to by them in

their relevant capacity and will not, by virtue of acting in any other capacity, be deemed to have any other

duties or responsibilities or be deemed to be held to a standard of care other than as expressly provided

with respect to each such capacity under the relevant Transaction Document. Wilmington Trust SP

Services (Frankfurt) GmbH and Wilmington Trust (London) Limited, in their various capacities in

connection with the Transaction, may enter into business dealings from which they may derive revenues

and profits without any duty to account therefor in connection with the Transaction.

The Transaction Security Trustee, the Data Trustee, the Swap Counterparty, the Joint Lead Managers, the

Principal Paying Agent, the Cash Administrator, the Calculation Agent, the Luxembourg Listing Agent

and Local Agent, the Account Bank, the Funding Loan Provider and the Arranger may engage in

commercial relationships, in particular, hold assets in other securitisation transactions as security trustee,

be lenders, provide investment banking and other financial services to the Debtors, the other parties to the

Transaction Documents and other third parties. In such relationships the Data Trustee, the Swap

Counterparty, the Transaction Security Trustee, the Manager, the Principal Paying Agent, the Cash

Administrator, the Calculation Agent, the Luxembourg Listing Agent and Local Agent, the Account

Bank, the Funding Loan Provider and the Arranger are not obliged to take into account the interests of the

Noteholders. Accordingly, conflicts of interest may arise in this transaction.

Ratings of the Rated Notes

Each rating assigned to the Rated Notes by the Rating Agencies takes into consideration the structural and

legal aspects associated with the Rated Notes and the underlying Purchased Receivables, the credit

quality of the Portfolio, the extent to which the Debtors' payments under the Purchased Receivables are

adequate to make the payments required under the Rated Notes as well as other relevant features of the

structure, including, inter alia, the credit situation of the Account Bank, the Seller and the Servicer (if

different). Each Rating Agency's rating reflects only the view of that Rating Agency. In particular, the

ratings assigned by DBRS address the risk of default, being the risk that the Issuer will fail to satisfy its

financial obligations relating to the Rated Notes in accordance with the terms under which the Rated

Notes have been issued. The ratings assigned by S&P to the Rated Notes address the likelihood of (a)

timely payment of interest due on the Class A Notes and ultimate payment of interest due on the other

Rated Notes by a date that is no later than the Legal Maturity Date and (b) full payment of principal on all

Rated Notes by a date that is no later than the Legal Maturity Date, and takes into consideration the

characteristics of the Purchased Receivables and the structural, legal, tax and Issuer-related aspects

associated with the Notes. Each of DBRS and S&P is established in the European Community. According

to the press release from the European Securities Markets Authority ("ESMA") dated 31 October 2011

and the list of registered and certified rating agencies published by ESMA on its website

https://www.esma.europa.eu/supervision/credit-rating-agencies/risk, as last updated on 1 December 2015,

DBRS and S&P have been registered in accordance with Regulation (EC) No 1060/2009 of the European

Parliament and of the Council of 16 September 2009 on credit rating agencies as amended pursuant to

Regulation (EU) 513/2011 of the European Parliament and the Council of 11 May 2011 and to Regulation

(EU) 462/2013 of the European Parliament and of the Council of 31 May 2013.

- 26 -

The Issuer has not requested any rating of the Class E Notes and the Issuer has not requested a rating of

the Rated Notes by any rating agency other than the Rating Agencies. However, rating organisations may

seek to rate the Class E Notes or rating organisations other than the Rating Agencies may seek to rate the

Rated Notes and, if such "shadow ratings" or "unsolicited ratings" are low, in particular, in the case of the

Rated Notes, lower than the comparable ratings assigned to the Rated Notes by the Rating Agencies, such

shadow or unsolicited ratings could have an adverse effect on the value of any Class of Notes. Future

events, including events affecting the Account Bank, the Seller and the Servicer (if different) could also

have an adverse effect on the rating of any Class of Notes.

A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or

withdrawal at any time by the rating organisation. The ratings assigned to the Rated Notes should be

evaluated independently from similar ratings on other types of securities. There is no assurance that the

ratings will continue for any period of time or that they will not be lowered, reviewed, suspended or

withdrawn by the Rating Agencies. In the event that the ratings initially assigned to the Rated Notes by

the Rating Agencies are subsequently withdrawn or lowered for any reason, no person or entity is obliged

to provide any additional support or credit enhancement to the Notes.

Resolutions of Noteholders

The German Act on Debt Securities (Schuldverschreibungsgesetz), which came into force on 5 August

2009, provides statutory rules on bondholders' meetings and decisions, including majority decisions,

through which the terms and conditions of the Notes could be altered or amended. As a result, a

Noteholder can be outvoted by other Noteholders and, if a Noteholders' representative is appointed, may

no longer benefit from its individual right to vote on and pursue certain matters delegated to such

Noteholders' representative. As resolutions properly adopted are binding on all Noteholders, certain rights

of such Noteholder against the Issuer under the terms and conditions may be amended or reduced or even

cancelled.

Noteholders' Representative

If the Noteholders appoint a Noteholders' representative (Gemeinsamer Vertreter) by a majority

resolution of the Noteholders, it is possible that a Noteholder may be deprived of its individual right to

pursue and enforce its rights under the Terms and Conditions against the Issuer, such right passing to the

Noteholders' representative who is then exclusively responsible to claim and enforce the rights of all the

Noteholders.

Subordination amongst Classes of Notes

To the extent set forth in the relevant Priorities of Payments, (i) the Class A Notes will rank pari passu

between themselves but in priority to the Class B Notes, the Class C Notes, the Class D Notes and the

Class E, (ii) the Class B Notes will rank pari passu amongst themselves but in priority to the Class C

Notes, the Class D Notes and the Class E Notes, (iii) the Class C Notes will rank pari passu between

themselves but in priority to the Class D Notes and the Class E Notes and (iv) the Class D Notes will rank

pari passu amongst themselves but in priority to the Class E Notes.

The terms on which the Collateral will be held will provide that, upon enforcement, certain payments will

be made in priority to payments in respect of interest and principal (where appropriate) on the Notes. The

payment of such amounts will reduce the amount available to the Issuer to make payments of interest and,

as applicable, principal on the Notes. Upon acceleration of the Notes, all amounts owing to the Class A

Noteholders will rank higher in priority to all amounts owing to the Class B Noteholders, all amounts

owing to the Class B Noteholders will rank higher in priority to all amounts owing to the Class C

Noteholders, all amounts owing to the Class C Noteholders will rank higher in priority to all amounts

owing to the Class D Noteholders and all amounts owing to the Class D Noteholders will rank higher in

priority to all amounts owing to the Class E Noteholders.

As a result of such priorities, any losses arising as a result of insufficiency of enforcement proceeds from

the Trustee Collateral will be borne first, by the Class E Notes, second, by the Class D notes, third, by the

Class C Notes, fourth, by the Class B Notes and fifth, by the Class A Notes.

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Risk Relating to the Swap Counterparty

In the event that the Swap Counterparty does not pay the amount payable under the Swap Agreement

when due, the Available Distribution Amount may be less than would otherwise be the case and this

could result in reduced payments to the holders of the Class D Notes and the Class E Notes. In addition, if

the Swap Agreement is terminated, the Issuer may be obliged to use funds from the Available

Distribution Amount to pay a termination payment, including any default or breakage costs, under such

Swap Agreement.

Except where the Swap Counterparty has caused the Swap Agreement to terminate by its own default or a

failure by the Swap Counterparty to comply with the Rating Agencies' swap criteria, any termination

payment in respect of the Swap Agreement due by the Issuer will generally rank in priority to payments

of interest due and payable on the Notes. Any additional amount required to be paid by the Issuer

following termination of any such Swap Agreement (including any extra costs incurred if the Issuer

cannot enter into a replacement swap agreement), will also generally rank ahead of payments due on the

Notes. If the Issuer is obliged to make a termination payment to the Swap Counterparty or to pay any

other additional amount as a result of the termination of the Swap Agreement, this may reduce or

adversely affect the amount of funds which the Issuer has available to make payments on the Notes of any

Class. There can be no assurance that the Issuer will have sufficient funds available to make any

termination payment under the Swap Agreement or that the Issuer will have sufficient funds to make

subsequent payments to the Noteholders in respect of the relevant Class of Notes.

Furthermore, if the Swap Counterparty were to default in respect of its obligations under the Swap

Agreement so as to result in a termination of the Swap Agreement, the Issuer will use commercially

reasonable efforts to enter into a replacement arrangement with another appropriately rated entity, which

may require the Issuer to make a payment. Such payment could reduce the amounts available for

distribution to the Noteholders. A failure to enter into such a replacement arrangement may result in a

downgrading on the rating of the Rated Notes, and may reduce the amount of funds available to make

payments on the Notes. In addition, if the Issuer fails to enter into the appropriate replacement

arrangement following such default by the Swap Counterparty, the Purchased Receivables will remain

unhedged. This may in turn reduce the amount of funds available to make payments on the Class D Notes

and the Class E Notes.

In the event of the insolvency of the Swap Counterparty the Issuer will be treated as a general unsecured

creditor of such Swap Counterparty. Consequently, the Issuer will be subject to the credit risk of such

Swap Counterparty, as well as that of the Purchased Receivables. As a result, the Issuer's ability to make

payments to the Noteholders of the Class D Notes and the Class E Notes may be adversely affected.

Validity of contractual priorities of payments

The termination payment due from the Issuer to the Swap Counterparty has a subordinated ranking in the

relevant Priorities of Payments in circumstances in which the Swap Agreement is terminated by reason of

a default by the Swap Counterparty.

The validity and enforceability of certain provisions in contractual priorities of payments which purport to

alter the priority in which a particular secured creditor is paid as a result of the occurrence of one or more

specified trigger events (so-called "flip clauses") such as those contemplated in this transaction has to our

knowledge not been tested in German court. Such provisions have, however, been challenged in the

English and U.S. courts. Whilst the Supreme Court of the United Kingdom unanimously upheld the

validity of the relevant payments priorities at case, in parallel proceedings in New York, Judge Peck of

the U.S. Bankruptcy Court for the Southern District of New York granted Lehman Brothers Special

Finance Inc.'s motion for summary judgement on the basis that the effect was that the provisions

infringed the anti deprivation principle in a U.S. insolvency. Judge Peck acknowledged that this resulted

in the U.S. courts coming to a decision "directly at odds with the judgement of the English Courts".

Whilst leave to appeal was granted, the case was settled before an appeal was heard. In a subsequent

decision in June 2016, the U.S. Bankruptcy Court for the Southern District of New York did uphold the

enforceability of a priority of payments containing a flip clause. It should be noted however that this

decision distinguished rather than overruled the earlier judgment. Therefore, concerns remain that

provisions altering the order of priority may also not be upheld by German courts. This would lead to the

relevant provisions being void and payments would have to be made to secured creditors in the order

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provided for by law, which may lead to the Swap Counterparty receiving any termination payments in

circumstances where the Swap Counterparty is the defaulting party in priority to or pari passu with

payments to the Noteholders. This may cause a loss to the Noteholders.

Potential Reform of Euribor Determinations

Financial market reference rates and their calculation and determination procedures have come under

close public scrutiny in recent years. Starting in 2009, authorities in jurisdictions such as the European

Union, the United States, Japan and others investigated cases of alleged misconduct around the

rate-setting of LIBOR, Euribor and other reference rates. A number of initiatives to reform reference rate

setting have been launched as a consequence by the regulatory and supervisory communities as well as

the financial markets. These include the Final Report of ESMA-EBA on Principles for Benchmark-

Setting Processes in the European Union published in June 2013 and the Regulation (EU) 2016/1011 of

the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial

instruments and financial contracts or to measure the performance of investment funds and amending

Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014 (the "Benchmark

Regulation"), which entered into force on 30 June 2016.

The Benchmark Regulation applies to "contributors", "administrators" and "users of" benchmarks (such

as Euribor and Libor) in the EU, and, among other things, (i) requires benchmark administrators to be

authorised (or, if non-EU-based, to be subject to an equivalent regulatory regime) and to comply with

extensive requirements in relation to the administration of "benchmarks" and (ii) ban the use of

benchmarks of unauthorised administrators.

Potential impacts of the Benchmark Regulation and other initiatives on the determination of Euribor in

the future could be an increase of costs and risks of administering or otherwise participating in the setting

of a benchmark and complying with any such regulations or requirements, changes in the rules or

methodologies used in certain benchmarks or the disappearance of certain benchmarks. It is, however, not

possible to ascertain as at the date of this Prospectus how such changes may impact the determination of

Euribor for the purposes of the Notes and the Swap Agreement, whether this will result in an increase or

decrease in Euribor rates or whether such changes will have an adverse impact on the liquidity or the

market value of the Notes.

Forecasts and Estimates

Estimates of the weighted average lives of the Notes contained in this Prospectus, together with any other

projections, forecasts and estimates in this Prospectus are forward-looking statements. Such projections

are speculative in nature and it can be expected that some or all of the assumptions underlying the

projections will not prove to be correct or will vary significantly from actual results.

Moreover, past financial performance should not be considered a reliable indicator of future performance

and prospective purchasers of the Notes are cautioned that any forward-looking statements are not

guarantees of performance and that investing in the Notes involves risks and uncertainties, many of which

are beyond the control of the Issuer. None of the parties to the Transaction Documents has attempted to

verify any such statements, nor does it make any representation, express or implied, with respect thereto.

Historical Data

The historical information set out in particular under the heading (see "HISTORICAL DATA") is based on

the past experience and present procedures of the Seller. None of the Joint Lead Managers, the Arranger,

the Transaction Security Trustee or the Issuer or any other party to the Transaction Documents has

undertaken or will undertake any investigation or review of, or search to verify, such historical

information. In addition, based on such historical information, there can be no assurance as to the future

performance of the Receivables.

Absence of Secondary Market Liquidity and Market Value of Notes

Although application has been made to admit the Notes to trading on the regulated market of the

Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange,

there is currently no secondary market for the Notes. Even if the Joint Lead Managers could establish a

secondary market for the Notes, they are not necessarily obliged to do so and any market activity which

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existed in the past can be easily terminated at any time without prior notice. If there is no market activity

(namely, bids and offers) by the Joint Lead Managers, it is unlikely that a liquid secondary market will be

established. In view of these factors, there can be no assurance that a secondary market for the Notes will

develop or that a market will develop for all Classes of Notes or if it develops, that it will provide

Noteholders with liquidity of investment, or that it will continue for the whole life of the Notes. Further,

the secondary markets are currently experiencing severe disruptions resulting from reduced investors

demand for asset-backed securities and increased investor yield requirements for those securities. As a

result, the secondary market for asset-backed securities is experiencing extremely limited liquidity. These

conditions may continue or worsen in the future.

Limited liquidity in the secondary market for asset-backed securities has had a severe adverse effect on

the market value of asset-backed securities. Limited liquidity in the secondary market may continue to

have a severe adverse effect on the market value of asset-backed securities, especially those securities that

are more sensitive to prepayment, credit or interest rate risk and those securities that have been structured

to meet the investment requirements of limited categories of investors. Consequently, any purchaser of

the Notes must be prepared to hold such Notes for an indefinite period of time or until final redemption or

maturity of such Notes. The market values of the Notes are likely to fluctuate. Any such fluctuation may

be significant and could result in significant losses to investors in the Notes. In addition, the forced sale

into the market of asset-backed securities held by structured investment vehicles, hedge funds, issuers of

collateralised debt obligations and other similar entities that are currently experiencing funding

difficulties could adversely affect an investor's ability to sell, an/or the price an investor receives for, the

Notes in the secondary market.

Eurosystem Eligibility

The Class A Notes are intended to be held in a manner which will allow Eurosystem eligibility. This

means that the Class A Notes are intended upon issue to be deposited with one of Euroclear or

Clearstream, Luxembourg as Class A Notes Common Safekeeper and does not necessarily mean that the

Class A Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day

credit operations by the Eurosystem ("Eurosystem Eligible Collateral") either upon issue or at any or all

times during their life. In accordance with their policies, neither the ECB nor the central banks of the

Eurozone will confirm the eligibility of the Class A Notes for the above purpose prior to their issuance.

Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria set out in the

Guideline (EU) 2015/510 of the European Central Bank of 19 December 2014 on the implementation of

the Eurosystem monetary policy framework (ECB/2014/60) (recast), as amended and supplemented from

time to time and as supplemented by the temporary criteria for certain asset-backed securities contained

in, inter alios, Guideline (ECB/2014/31) on additional temporary measures relating to Eurosystem

refinancing operations and eligibility of collateral and amending Guideline ECB/2007/9 (recast) and

Decision (EU) 2015/5 of the European Central Bank of 19 November 2014 on the implementation of the

asset-backed securities purchase programme (ECB/2014/45) (as amended from time to time) (together,

the "Temporary Framework"). In addition, the Issuer will use its best efforts to make loan level details

available in such manner as may be required to comply with the Eurosystem eligibility criteria, subject to

applicable data protection laws.

In addition, on 15 December 2010 the Governing Council of the European Central Bank ("ECB") has

decided on the establishment of loan-by-loan information requirements for asset-backed securities

("ABS") in the Eurosystem collateral framework. The implementation of the loan-level reporting

requirements has become effective for consumer finance ABS as of 1 January 2014. The Seller has as

long as the Class A Notes are outstanding the right but not the obligation to make loan level data in such a

manner available as may be required to comply with the Eurosystem eligibility criteria (as set out in

Annex VIII (loan level data requirements for asset-backed securities) of the Guideline of the ECB on

monetary policy instruments and procedures of the Eurosystem (ECB/2014/60) (recast) as amended and

applicable from time to time), subject to applicable data protection and banking requirements.

If the Class A Notes do not satisfy the criteria specified by the ECB, or if the Servicer fails to submit the

required loan-level data, there is a risk that the Class A Notes will not be Eurosystem Eligible Collateral.

None of the Issuer, the Joint Lead Managers or the Arranger gives any representation, warranty,

confirmation or guarantee to any investor in the Class A Notes that the Class A Notes will, either upon

issue, or any or at all times during their life, satisfy all or any requirements for Eurosystem eligibility and

be recognised as Eurosystem Eligible Collateral. Any prospective investor in the Class A Notes should

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make their own conclusion and seek their own advice with respect to whether or not the Class A Notes

constitutes Eurosystem Eligible Collateral at any point of time during the life of the Class A Notes.

Revisions to Basel II Risk-Weighted Asset Framework

The Basel Committee on Banking Supervision ("Committee") published in July 2009 "Revisions to the

Basel II market risk framework" and "Enhancements to the Basel II framework", which provide for a

number of enhancements targeting each of the three Pillars "minimum capital requirements",

"supervisory review process" and "market discipline" setforth by the Committee in its June 2006

publication "Basel II: International Convergence of Capital Measurement and Capital Standards: A

Revised Framework (Comprehensive Version)" ("Framework").

In the EU, the Framework had been implemented on the basis of EU and national legislative measures.

In December 2010, the Committee published proposals for further changes to the Framework ("Basel III:

A global regulatory framework for more resilient banks and banking systems", "Basel III: International

framework for liquidity risk measurement, standards and monitoring" and "Guidance for national

authorities operating the countercyclical capital buffer"). The proposals include new capital and liquidity

requirements intended to reinforce capital standards and to establish minimum liquidity standards for

institutions (such as credit institutions). These include, without limitation, new requirements for the

capital base, measures to strengthen the capital requirements for counterparty credit exposures arising

from certain transactions and the introduction of a leverage ratio as well as short-term and longer-term

standards for funding liquidity (referred to as the liquidity coverage ratio and net stable funding ratio,

respectively). The European Parliament and the Council adopted a new set of legislation to implement

these amendments in the European Union. The relevant legislation encompasses a directive, Directive

(EU) 36/2013 ("CRD IV"), dated 26 June 2013, governing, amongst other things, the basic rules and

requirements for the banking business and its supervision and a regulation, Regulation (EU) 575/2013

("CRR"), dated 26 June 2013, containing detailed requirements regarding liquidity, capital base, leverage

and counterparty credit risks. The directive had to be transposed into national law by each of the EU

Member States in general by 31 December 2013, provided that certain provisions may be applied after

that date. The regulation has direct binding effect in the EU Member States and applies since 1 January

2014 (subject to certain exceptions and transitional provisions).

Member states were required to implement the new capital standards from 2014, the new liquidity

coverage ratio from January 2015 and the net stable funding ratio from January 2018. In January 2015 the

Commission Delegated Regulation (EU) 2015/61 of 10 October 2014 regarding the liquidity coverage

requirements was published in the Official Journal of the European Union ("LCR Delegated

Regulation"). The liquidity coverage ratio under the LCR Delegated Regulation applies as from 1

October 2015. The LCR Delegated Regulation specifies that the minimum requirement will begin at 60%,

rising in equal annual steps of 10 percentage points to reach 100% as from 1 January 2019.

The CRR and the CRD IV as well as any implementing legislation or (as the case may be) the Framework

and its amendments could affect the risk-based capital treatment of the Notes for investors which are

subject to bank capital adequacy requirements under the CRR and relevant national legislation

implementing the CRD IV and/or requirements that follow or are based on the Framework.

Risk Retention and Due Diligence Requirements

Pursuant to Article 405 of the CRR, an institution, other than when acting as an originator, a sponsor or

original lender, may hold the credit risk of a securitisation position in its trading book or non-trading book

only if the originator, sponsor or original lender has explicitly disclosed to the institution that it will retain,

on an ongoing basis, a material net economic interest which, in any event, will not be less than 5 %. With

a view to support compliance with the requirements of Article 405 paragraph (1)(a) of the CRR, the Seller

will retain, in its capacity as originator within the meaning of Article 405 of the CRR, on an ongoing basis

until the earlier of (i) the redemption of the Notes in full and (ii) the Legal Maturity Date, the Retained

Notes.

Article 406 of the CRR imposes certain due diligence requirements on investor institutions. Furthermore,

an EU regulated credit institution or investment firms is required to be able, before becoming exposed to

the risks of a securitisation, and as appropriate thereafter, to demonstrate to the competent authorities for

each of their individual securitisation positions, that they have a comprehensive and thorough

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understanding of and have implemented formal policies and procedures appropriate to their trading book

and non-trading book and commensurate with the risk profile of their investments in securitised positions

for analysing and recording on an ongoing basis and in a timely manner performance:

(a) information disclosed under Article 405(1) of the CRR, by originators, sponsors or original

lenders to specify the net economic interest that they maintain, on an ongoing basis, in the

securitisation;

(b) the risk characteristics of the individual securitisation position;

(c) the risk characteristics of the exposures underlying the securitisation position;

(d) the reputation and loss experience in earlier securitisations of the originators or sponsors in the

relevant exposure classes underlying the securitisation position;

(e) the statements and disclosures made by the originators or sponsors, or their agents or advisors,

about their due diligence on the securitised exposures and, where applicable, on the quality of the

collateral supporting the securitised exposures;

(f) where applicable, the methodologies and concepts on which the valuation of collateral supporting

the securitised exposures is based and the policies adopted by the originator or sponsor to ensure

the independence of the valuer;

(g) all the structural features of the securitisation that can materially impact the performance of the

institution's or investment firm's securitisation position, such as the contractual waterfall and

waterfall related triggers, credit enhancements, liquidity enhancements, market value triggers,

and deal-specific definitions of default.

Article 409 of the CRR requires, inter alia, that prospective investors have readily available access to all

materially relevant data on the credit quality and performance of the individual underlying exposures,

cash flows and collateral supporting the securitisation exposure as well as such information that is

necessary to conduct comprehensive and well informed stress tests on the cash flows and collateral values

supporting the underlying exposures.

The CRR provides that where an institution (i.e. a credit institution or an investment firm within the

meaning of the CRR) does not meet the requirements set out in Articles 405, 406 and 409 of the CRR in

any material respect by reason of the negligence or omission of the institution, the competent authorities

shall impose a proportionate additional risk weight of no less than 250% of the risk weight (the total risk

weight being capped at 1250%) to the relevant securitisation positions. The additional risk weight will

progressively increase with each subsequent infringement of one of the due diligence provisions.

Accordingly, such additional risk weights may negatively affect the price received for, and/or the ability

of the Noteholders to sell, the Notes in the secondary market. In particular, there is no assurance that any

reference to the Seller's retention of net economic risk in this Prospectus constitutes sufficient disclosure

by the Seller in view of adequately supporting the due diligence investigation on the part of the

Noteholders for the purposes of Article 406 of the CRR.

Consequently, prospective investors and Noteholders should consult their professional advisers as to the

consequences to and effect on them of the application of the Framework, the CRD IV, the CRR and any

amendments thereto and any relevant implementing measures. No predictions can be made as to, and the

Issuer is not responsible for informing the prospective investors and Noteholders of, the effects of the

changes to risk-weighting as a result of implementation of the Framework, the CRD IV, the CRR and any

amendments thereto.

Investors should also be aware of Article 17 of the AIFMD and Chapter III, Section 5 of the AIFMR, the

provisions of which introduced risk retention and due diligence requirements (which took effect from 22

July 2013 in general) in respect of alternative investment fund managers ("AIFMs") that are required to

become authorised under the AIFMD. While the requirements applicable to AIFMs under Chapter III,

Section 5 of the AIFMR are similar to those which apply under Articles 405 to 409 of the CRR, they are

not identical and, in particular, additional due diligence obligations and a requirement to take corrective

action if an investment does not comply with the risk retention requirements apply to AIFMs. Additional

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due diligence obligations apply to relevant alternative investment fund managers especially in respect of

requirements for retained interest and qualitative requirements concerning sponsors and originators, and

AIFMs exposed to securitisations.

Similar requirements also apply to insurance and reinsurance undertakings under Article 135(2)(a) of

Solvency II and Articles 254 et seq. of the Commission Delegated Regulation (EU) 2015/35 of 10

October 2014 supplementing Solvency II, which impose risk retention and due diligence requirements

and provide for proportionate increases of the solvency capital requirements, should the risk retention rule

not be complied with in respect of any relevant investment of an insurance or reinsurance undertaking.

Each of articles 405 to 409 of the CRR and Chapter III, Section 5 of the AIFMR and the relevant

provisions of Solvency II applies in respect of the Notes, so investors which are EU regulated credit

institutions, AIFMs or insurance or reinsurance undertakings should therefore make themselves aware of

such requirements (and any corresponding implementing rules) of the CRR or AIFMR or Solvency II

applicable to them and should be aware that a failure to comply with applicable provisions may result in

administrative penalties, in addition to any other regulatory requirements applicable to them with respect

to their investment in the Notes. Relevant investors are required to independently assess and determine

the sufficiency of the information described in this Prospectus and in any Investor Report provided in

relation to the transaction for the purposes of complying with any relevant requirements including

Articles 405 to 409 of the CRR, Chapter III, Section 5 of the AIFMR and the relevant provisions of

Solvency II and none of the Issuer, the Corporate Administrator, the Joint Lead Managers, the Arranger,

the Seller or the Servicer or any other party to the Transaction Documents makes any representation that

the information described above is sufficient in all circumstances for such purposes.

Certain aspects of the CRR and Chapter III, Section 5 of the AIFMD, the relevant provisions of Solvency

II and what is required to demonstrate compliance to national regulators remain unclear. Investors who

are uncertain as to the requirements that will need to be complied with in order to avoid the additional

regulatory capital charges for non-compliance with Articles 405 to 409 or to avoid being required to take

corrective action under Chapter III, Section 5 of the AIFMR or under the relevant provisions under

Solvency II should seek guidance from their regulator.

Articles 405 to 409 of the CRR, Chapter III Section 5 of the AIFMR, the relevant provisions of Solvency

II and any other changes to the regulation or regulatory treatment of the Notes for some or all investors

may negatively impact the regulatory position of individual investors and, in addition, have a negative

impact on the price and liquidity of the Notes in the secondary market.

It is reasonable to expect further amendments to the Framework, the CRD IV and the CRR in the near and

medium term future, and there is no assurance that the regulatory capital treatment of the Notes for

investors will not be affected by any future change to the Framework, the CRD IV or the CRR. In

particular, in December 2012 the Committee has issued a consultative document regarding "Revisions to

the Basel Securitisation Framework" (as last amended in December 2014). The proposed revisions seek

to make, inter alia, capital requirements with respect to securitisation exposures more prudent and risk

sensitive and at the same time serve to reduce mechanic reliance on external credit ratings. The proposals

include, amongst other things, (i) a revised hierarchy of approaches of risk evaluation and capital

assignment applicable to certain types of securitisation exposures, (ii) revised ratings based approach and

modified supervisory formula approach incorporating additional risk drivers (such as maturity), which are

intended to create a more risk-sensitive and prudent calibration, and (iii) new approaches, such as a

simplified supervisory approach and different applications of the concentration ratio based approach. The

Committee has not yet published a rules text to effectuate the proposed changes and is currently seeking

industry feedback on some key elements of the proposed changes. Further, the Committee will be

conducting a quantitative impact study of the proposals prior to deciding on definitive revisions to the

Framework. Thus, at this stage, it cannot be predicted which changes to the Framework will be

effectuated, and whether and when such changes would be implemented into EU and national law.

On 30 September 2015, the European Commission published a proposed regulation relating to a European

framework for simple, transparent and standardised securitisation (such proposed regulation, including

any implementing regulation, technical standards and official guidelines related thereto (the

"Securitisation Regulation")) which would, amongst other things, re-cast the EU risk retention rules as

part of wider changes to establish a "Capital Markets Union" in Europe. The current Presidency of the

Council of Ministers of the European Union has also published compromise proposals concerning the

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Securitisation Regulation. The Securitisation Regulation will need to be considered, finalised and adopted

by the European Parliament and Council of Ministers. It is unclear at this time when the Securitisation

Regulation will become effective. Investors should be aware that there are material differences between

the current EU risk retention and due diligence requirements and the Securitisation Regulation. The

Securitisation Regulation may also enter into force in a form that differs from the published proposals and

drafts.

There can therefore be no assurances as to whether the transactions described herein will be affected by a

change in law or regulation relating to the EU risk retention and due diligence requirements, including as

a result of any changes recommended in future reports or reviews. Investors should therefore make

themselves aware of the EU risk retention and due diligence requirements, the proposed Securitisation

Regulation (and any corresponding implementing rules of their regulator), where applicable to them, in

addition to any other regulatory requirements that are (or may become) applicable to them with respect to

their investment in the Notes. Any costs incurred by the Issuer in connection with satisfying the

requirements of the Securitisation Regulation may be paid by the Issuer as administrative expenses. In

such circumstances an agent on behalf of the Issuer may establish and maintain a website or procure that

a website is established and maintained, in each case, for the purposes of ensuring compliance with the

Securitisation Regulation.

CRA III

In general, European regulated investors are restricted under the Regulation 1060/2009/EC of the

European Parliament and the Council of 16 September 2009 on credit rating agencies, as amended

pursuant to Regulation 513/2011/EU of the European Parliament and the Council of 11 May 2011 and to

Regulation 462/2013/EU of the European Parliament and of the Council of 31 May 2013 ("CRA

Regulation") from using credit ratings for regulatory purposes, unless such ratings are issued by a credit

rating agency established in the European Union and registered under the CRA Regulation (and such

registration has not been withdrawn or suspended), subject to transitional provisions that apply in certain

circumstances whilst the registration application is pending. In addition, the CRA Regulation provides,

inter alia, for requirements as regards the use of ratings for regulatory purposes of banks, insurance

companies, reinsurance undertakings, UCITS and institutions for occupational retirement provision, the

avoidance of conflict of interests, the monitoring of the ratings, the registration of rating agencies and the

withdrawal of such registration as well as the supervision of rating agencies. If a registration of a rating

agency is withdrawn, ratings issued by such rating agency may not be used for regulatory purposes. EU

regulation 462/2013 ("CRA III"), which came into effect on 20 June 2013, amends the CRA Regulation

and now provides, inter alia, for requirements as regards the use of ratings for regulatory purposes also

for investment firms, management companies, alternative investment fund managers (AIFMs) and central

counterparties, the obligation of an investor to make its own credit assessment, the establishment of a

European rating platform and civil liability of rating agencies.

CRA III also provides for certain additional disclosure requirements which are applicable in relation to

structured finance instruments. Such disclosures will need to be made via a website to be set up by the

ESMA. The precise scope and manner of such disclosure is subject to regulatory technical standards

prepared by ESMA. ESMA has published its final report on such draft regulatory technical standards on

20 June 2014, which was subsequently submitted to the European Commission. The Commission

Delegated Regulation (EU) 2015/3 of 30 September 2014 supplementing the CRA with regard to

regulatory technical standards on disclosure requirements for structured finance instruments was

published in the Official Journal on 6 January 2015 and entered into force on 26 January 2015. The

reporting obligations laid down in such Commission Delegated Regulation will apply from 1 January

2017 and will also apply to any structured finance instrument issued on or after 26 January 2015 and still

outstanding on 1 January 2017, although no backlog of information relating to the period between those

two (2) dates will need to be published. Reporting will take place on a website to be established by

ESMA and the information will be accessible to the general public. Technical instructions for how to

report on the website are required to be published by ESMA no later than 1 July 2016.

Additionally, CRA III has introduced a requirement that where an issuer or related third parties (which

term includes sponsors and originators) intends to solicit a credit rating of a structured finance instrument

it will appoint at least two (2) credit rating agencies to provide ratings independently of each other; and

should consider appointing at least one rating agency having not more than a 10 per cent. total market

share (as measured in accordance with Article 8d(3) of the CRA (as amended by CRA III)) (a small

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CRA), provided that a small CRA is capable of rating the relevant issuance or entity. In order to give

effect to those provisions of Article 8d of CRA III, the ESMA is required to annually publish a list of

registered CRAs, their total market share, and the types of credit rating they issue. The Issuer has

appointed DBRS and S&P, each of which is established in the EEA and is registered under the CRA and

is listed in the latest update of the list of registered credit rating agencies as of 1 December 2015

published on the website of the European Securities and Markets Authority. DBRS is a "small CRA" as

referred to under CRA III.

The above general restriction will also apply in the case of credit ratings issued by non-EU credit rating

agencies, unless the relevant credit ratings are endorsed by an EU-registered credit rating agency or the

relevant non-EU rating agency is certified in accordance with the CRA Regulation (and such endorsement

action or certification, as the case may be, has not been withdrawn or suspended). The list of registered

and certified rating agencies published by the ESMA on its website in accordance with the CRA

Regulation is not conclusive evidence of the status of the relevant rating agency included in such list, as

there may be delays between certain supervisory measures being taken against a relevant rating agency

and the publication of the updated ESMA list.

Noteholders should consult their own professional advisers to assess the effects of such EU regulations on

their investment in the Notes.

EMIR and MiFID II/MiFIR

The Swap Counterparty has agreed to provide hedging to the Issuer and investors should be aware that,

pursuant to Regulation (EU) n. 648/2012 of the European Parliament and of the Council of 4 July 2012

("EMIR"), the Issuer is subject to certain regulatory requirements including, but not limited to, various

compliance requirements for non-cleared "over-the-counter" derivative transactions (known as the 'risk

mitigation techniques') and the requirement to report derivative transactions to a trade repository or to the

ESMA which may result in future amendments by the Issuer to the Transaction Documents, in particular

where Noteholder consent will not be required for such amendments. The 'risk mitigation techniques'

include requirements for timely confirmation, portfolio reconciliation, and dispute resolution. EMIR

imposes also a record-keeping requirement pursuant to which counterparties must keep record of any

derivative contract they have concluded and any modification for at least five (5) years following the

termination of the contract. In Germany a law implementing EMIR (EMIR-Ausführungsgesetz) has come

into force on 16 February 2013. Pursuant to such law, non-compliance with the obligations imposed by

EMIR that are applicable to the Issuer may qualify as administrative offences (Ordnungswidrigkeiten).

From the Issue Date, in accordance with the Corporate Administration Agreement, the Corporate

Administrator will provide services to the Issuer which are required in order for the Issuer to comply with

its reporting and portfolio reconciliation obligations under EMIR, to the extent that they may be

delegated.

Further, under EMIR certain derivatives that are over-the-counter ("OTC") traded in the European Union

have to be cleared via central counterparties ("Clearing Obligation"). The Clearing Obligation applies to

financial counterparties as well as non-financial counterparties that hold positions in such OTC

derivatives exceeding certain clearing thresholds, subject to regulatory technical standards (RTS) and

implementing technical standards (ITS) which have been or will be developed by ESMA in connection

with EMIR. While the Issuer does not expect that any swap or a replacement swap will form part of a

class of OTC derivatives that will be declared subject to the Clearing Obligation, this cannot be excluded.

In addition, even though the Issuer enters into a swap or a replacement swap as a non-financial

counterparty and solely to reduce risks directly relating to its commercial activity or treasury financing

activity, the relevant clearing threshold could be exceeded on a consolidated basis pursuant to Article 10

(3) EMIR to the extent the Issuer forms part of the Seller's group. Thus, as of the date hereof, it cannot be

excluded that the Issuer will be subject to the Clearing Obligation in the future in respect of any swap

replacing any swap under the Swap Agreement.

If the Issuer intends to replace the Swap Counterparties and/or enter into a replacement swap, it cannot be

excluded that the above-mentioned requirements under EMIR may materially increase the costs that are

associated with the swap or the replacement swap (as the case may be). In addition, the Issuer may have

to bear additional costs in connection with steps taken in the future that are necessary or desirable in order

to comply with the provisions of EMIR and any national or EU measures implementing such regulation.

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No assurance can be given that such additional costs would not adversely affect the market value of the

Notes and/or the ability of the Issuer to satisfy its obligations under the Notes.

The EU regulatory framework and legal regime relating to derivatives is set not only by EMIR and

various delegated regulations but also by the proposals to amend the existing Markets in Financial

Instruments Directive. The official texts of Directive 2014/65/EU of the European Parliament and of the

Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and

Directive 2011/61/EU ("MiFID II") and Regulation (EU) No 600/2014 of the European Parliament and

of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No

648/2012 ("MiFIR" together with MiFID II, "MiFID II/MiFIR") were published in the EU Official

Journal on 12 June 2014 and entered into force on 2 July 2014. MiFIR is a Level 1 regulation and requires

secondary rules for full implementation of all elements. The implementing measures that supplement

MiFIR will take the form of technical standards and delegated acts implementing such technical

standards. In April 2014, the European Commission asked ESMA to produce technical advice ("TA") as

well as regulatory and implementing technical standards ("RTS" and "ITS") on MiFID II and MiFIR. The

RTS, amongst others, will determine which standardised derivatives will have to be traded on exchanges

and electronic platforms pursuant to the requirements set forth under MiFIR.

The final TA was transmitted by ESMA to the European Commission in December 2014 and draft RTS

and ITS were delivered by ESMA to the European Commission in September 2015 and December 2015.

The European Commission is expected to adopt the delegated acts implementing the technical standards

still in 2016, however, it has recently been decided that the application of MiFID II/MiFIR in EU member

states will be postponed. MiFID II must be implemented into national law by July 2017 and the relevant

rules will apply from 3 January 2018 rather than 3 January 2017 as originally envisaged.

With respect to the adoption of delegated acts, however, it should be noted that while each of TA, RTS

and ITS may provide an indication of the impact of the regulatory changes under MiFID II and MiFIR for

the Issuer, the European Commission is not bound by such technical standards and will adopt the

necessary delegated acts at its own discretion. Therefore, it is difficult to predict the full impact of these

regulatory requirements on the Issuer.

Moreover, prospective investors should be aware that the regulatory changes arising from EMIR and

MiFID II/ MiFIR may in due course significantly raise the costs of entering into derivative contracts and

may adversely affect the Issuer's ability to engage in OTC derivatives transactions. As a result of such

increased costs or increased regulatory requirements, investors may receive less interest or return, as the

case may be. Investors should be aware that such risks are material and that the Issuer could be materially

and adversely affected thereby. As such, investors should consult their own independent advisers and

make their own assessment about the potential risks posed by EMIR, technical standards made thereunder

(including the Adopted Technical Standards) and MiFID II/MiFIR, in making any investment decision in

respect of the Notes.

Economic Conditions in the Euro-zone

Concerns relating to credit risks (including that of sovereigns and those of entities which are exposed to

sovereigns) have intensified over the past few years. In particular, concerns have been raised with respect

to current economic, monetary and political conditions in the Euro-zone. If such concerns persist and/or

such conditions further deteriorate (including as may be demonstrated by any relevant credit rating

agency action, by default or restructuring of indebtedness by one or more states or institutions and/or any

changes to, including any break-up of, the Euro-zone), then these matters may cause further severe stress

in the financial system generally and/or may adversely affect one or more of the parties to the Transaction

Documents (including the Seller and/or the Servicer and or any Debtor in respect of the Purchased

Receivables). Given the current uncertainties and the range of possible outcomes, no assurance can be

given as to the impact of any of the matters described above and, in particular, no assurance can be given

that such matters would not adversely affect the rights of the Noteholders, the market value of the Notes

and/or the ability of the Issuer to satisfy its obligations under the Notes.

Possible Exit of the UK from the European Union

On 23 June 2016 the United Kingdom voted to leave the European Union in a referendum (the "Brexit

Vote"). At this stage both the terms and the timing of the UK's exit from the EU are unclear. Moreover,

the nature of the relationship of the UK with the remaining EU has yet to be discussed and negotiations

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with the EU on the terms of the exit have yet to commence. As a consequence, at this stage it is likely

that the Brexit Vote will result in political, legal, regulatory, economic and market uncertainty – the

effects of each of which could adversely affect the Transaction and the interests of Noteholders.

The Brexit Vote may also have an adverse effect on counterparties on the Transaction. Depending on the

terms of the exit from the EU they may become unable to perform their obligations resulting from

changes in regulation, including the loss of existing regulatory rights to do cross-border business.

Additionally, counterparties may be adversely affected by rating actions or volatile and illiquid markets

(including currency markets and bank funding markets) arising from the Brexit Vote. As a result, there is

an increased risk of such counterparties becoming unable to fulfil their obligations which could have an

adverse impact on Noteholders. Such counterparties may have to be replaced by properly licensed

entities. See "Reliance on Performance by Parties to the Transaction Documents" below.

Finally, the Brexit Vote has resulted in downgrades of the UK sovereign and the Bank of England rating

by Standard & Poor's and by Fitch. Standard & Poor's, Fitch and Moody's have all placed a negative

outlook on the UK sovereign rating and that of the Bank of England, suggesting a strong possibility of

further negative rating action. The rating of the sovereign affects the ratings of entities operating in its

territory, and in particular the ratings of financial institutions. Further downgrades may cause downgrades

to counterparties on the Transaction meaning that they cease to have the relevant required ratings to fulfil

their roles and need to be replaced. If rating action is widespread, it may become difficult or impossible

to replace counterparties on the Transaction with others who have the required ratings on similar terms or

at all.

While the extent and impact of these issues is not possible for the Issuer to predict, Noteholders should be

aware that they could have an adverse impact on the Transaction and the payment of interest and

repayment of principal on the Notes.

Taxation in the Federal Republic of Germany

The following should be read in conjunction with "TAXATION — Taxation in Germany" below.

Corporate Income Tax

Business profits derived by the Issuer will be subject to German corporate income tax

(Körperschaftsteuer) at a rate of 15% and solidarity surcharge (Solidaritätszuschlag) at a rate of 5.5%

thereon, as the Issuer is a corporation with its statutory seat and its place of effective management and

control in Germany. The aggregate rate of corporate income tax and solidarity surcharge thereon will

amount to 15.825%.

The Issuer's business profits subject to tax will be determined on an accruals basis. Therefore, the Issuer's

corporate income tax base will generally be calculated by deducting the interest payable on the Notes as

well as any business expenses incurred by it, such as for instance fees from its income derived from the

Purchased Receivables, such as interest. Provided that, as expected by the Issuer, the aggregate amount of

the income received by the Issuer does not substantially exceed the aggregate amount of the business

expenses incurred by the Issuer in a taxable period, the Issuer's corporate tax base will be low or even

zero and thus its corporate income tax liability will, as well, be low or even zero. If, by contrast, the

aggregate amount of the income received by the Issuer were to exceed the aggregate amount of the

business expenses incurred by the Issuer in a taxable period, the Issuer would be subject to corporate

income tax on the exceeding amount.

Without prejudice to this analysis, following published statements of an expert committee of the German

Institute of Chartered Accountants (Institut der Wirtschaftsprüfer - IDW), the acquisition of the

Receivables by the Issuer from the Seller could be perceived, from an economic angle, as the extension of

a (secured) loan by the Issuer to the Seller. From such perspective, the Issuer would receive interest

income under a (secured) loan extended to the Seller rather than the actual interest payments on the

Purchased Receivables. However, the payments on such notional loan would depend on the respective

Debtors under the Purchased Receivables actually paying interest on the Purchased Receivables. Even if

the acquisition of the Purchased Receivables were indeed to be viewed as the extension of a (secured)

loan, such recharacterisation should, in principle, not give rise to adverse corporate income tax

consequences and the Issuer may still be expected to have a relatively low corporate income tax base. In

this context it should be noted that the view taken by the IDW was recently indirectly confirmed by the

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German Federal Fiscal Court (Bundesfinanzhof). The court held in a decision dated 26 August 2010 (I R

17/09) that in respect of securitisation transactions beneficial ownership (wirtschaftliches Eigentum) in

the receivables is not necessarily being transferred to the purchaser of the receivables. Instead, it generally

remains with the seller if the risk of the inability of the debtors to pay their obligations (Bonitätsrisiko)

has not been fully transferred to the purchaser which would, pursuant to the guiding principles (Leitsatz)

of the decision, be the case if the purchaser - in determining the purchase price - takes into account a

discount that is significantly higher than the expected default ratio, but which is adjustable depending on

the actual receipt of payments under the receivables. Such transaction would rather have to be treated as a

(secured) loan. The Issuer has been advised that this decision should not be applicable to the present

transaction if the risk of the inability of the Debtors under the Purchased Receivables to pay their

obligations (Bonitätsrisiko) would be fully, effectively and definitely transferred from the Seller of the

Purchased Receivables to the Issuer. It should be noted that the decision of the Bundesfinanzhof does not

elaborate in detail on the criteria of a full, effective and definite transfer. In particular, the court decision

does not include any statements as to whether credit enhancement features (as, for example, the

repurchase of notes by a seller) are to be taken into account when determining whether the Bonitätsrisiko

has been fully, effectively and definitely transferred to the acquirer of the receivables. Therefore, the

Issuer has been advised that it cannot be ruled out that the tax authorities would take the decision of the

Bundesfinanzhof as a basis to argue that parts of the risk of the Borrower's inability to pay their

obligations under the Purchased Receivables (Bonitätsrisiko) have not been fully, effectively and

definitely transferred to the Issuer such that they could, consequently, treat the acquisition of the

Purchased Receivables as the extension of a (secured) loan.

The deductibility of interest expenses for German tax purposes may, under certain circumstances, be

limited. As a general rule, pursuant to the interest stripping rules (Zinsschranke) net interest expenses (i.e.

interest expenses exceeding the interest income) exceeding 30% of the Issuer's earnings as determined for

German tax purposes (adjusted by interest expenses, interest income and certain depreciations) are not

deductible. The interest stripping rules only apply if the net interest expenses equal or exceed EUR

3,000,000 in the relevant business year. It is expected that the Issuer's interest income received should at

any time equal or even be higher than the interest expenses to be paid on the Notes. Consequently, the net

balance of interest payments in any given business year should not be negative (or, at least, not be

negative in an amount of EUR 3,000,000 or higher). It should be further noted that it is questionable

whether the interest stripping rules comply with constitutional law. A corresponding case is currently

pending in front of the German Federal Constitutional Court (Bundesverfassungsgericht). Any tax

assessments in relation to denied interest deductions under the interest stripping rules should therefore be

kept open by filing an objection or appeal. Even if - due to unusual circumstances - the net interest

payments equalled or exceeded the aforementioned threshold in a given year, the interest stripping rules

would not apply to the Issuer if the Issuer qualified as a nonconsolidated entity within the meaning of the

interest stripping rules. This would be the case if the Issuer is not and may not be included into

consolidated statements of a group in accordance with the applicable accounting standards. Pursuant to

administrative guidance issued by the German Federal Ministry of Finance (Bundesfinanzministerium) on

4 July 2008 (German Federal Tax Gazette (Bundessteuerblatt) Vol. I 2008, 718) certain entities, such as

special purpose vehicles used in securitisation transactions, are regarded as nonconsolidated entities for

purposes of the interest stripping rules if the entity is exclusively consolidated because of economic

considerations taking into account the allocation of benefits and risks. Since - if at all - the Issuer may

exclusively be consolidated by virtue of such economic considerations, the interest stripping rules would

not apply to the Issuer provided that these considerations made by the tax authorities in the Zinsschranke

decree were still applicable. However, whether this is still the case has become doubtful when the

German GAAP were amended by the Accounting Modernisation Act

(Bilanzrechtsmodernisierungsgesetz), which is generally applicable for accounting periods starting in

2010. Under the amended German GAAP, special purpose vehicles used in securitisation transactions

might have to be consolidated on a mandatory (statutory) basis. However, the new consolidation rules

stipulated in Section 290 (2) no. 4 of the German Commercial Code (Handelsgesetzbuch - "HGB") are

also primarily based on economic considerations taking into account the allocation of benefits and risks;

consequently, the considerations included in the abovementioned Zinsschranke decree would still apply to

the Issuer. The Issuer has, therefore, been advised that it should still be eligible for the exemption

provided in the aforementioned decree such that the Zinsschranke should not apply to the Issuer. If,

against such expectations, the interest stripping rules applied to the Issuer, the deductibility of interest

payments would be limited in accordance with the principles described above, and any interest payments

that are not deductible could be carried forward and would generally be deductible in subsequent business

- 38 -

years, subject to limitations similar to those applicable in the business year when the non-deductible

interest item accrued.

If a Debtor under a Purchased Receivable is in default with regard to payments under a Loan Contract, the

Issuer is in general obliged to adjust the value of its receivables as shown in its financial statements

reflecting the value of the Purchased Receivable.

The Issuer does, however, not incur a loss for tax purposes if its corresponding liability vis-à-vis the

Noteholders as shown in its financial statements is reduced accordingly during the same fiscal year.

Moreover, the Issuer does not incur a loss for tax purposes if the Purchased Receivables shown in the

Issuer's financial statements (or, as the case may be, the loan receivable that the Issuer shows in its

financial statements as a consequence of an economic perception of the purchase of the Purchased

Receivables) form a valuation unit for accounting purposes (Bewertungseinheit) with the Issuer's

liabilities vis-à-vis the Noteholders. If, contrary to the expectations of the Issuer, the corresponding

liability vis-à-vis the Noteholders could not be reduced and/or a valuation unit would not be recognized

for tax purposes, the Issuer may incur a loss in a given fiscal year. In such a case, negative tax

implications could arise to the extent that such loss cannot be fully utilised to off-set taxable income of

the Issuer in the relevant year of origination of such loss. It is true that the exceeding loss could be

carried-forward for tax purposes ("Tax Loss Carry-Forward") and could be used to set-off the Issuer's

taxable profits arising in subsequent business years. However, under German tax laws, such full set-off

would be limited to an amount of EUR 1,000,000 whereas only 60% of the Issuer's taxable profits

exceeding such threshold amount ("Excess Profit") could be offset by the remaining Tax Loss Carry

Forward. Therefore, a tax liability of the Issuer may arise to the extent the Excess Profit cannot be set-off

by the Tax Loss Carry-Forward.

The Issuer may show in its financial statements its obligations regarding payments of principal and

interest on the Notes. Section 5(2a) of the German Income Tax Act (Einkommensteuergesetz or "EStG")

should not disallow recognising such liabilities for corporate income and trade tax purposes since it

requires that the relevant payment obligation is contingent on certain future profits or certain items of

income which will be derived only in future assessment periods (contingent payment obligation). The

Issuer's payment obligations vis-a-vis the Noteholders would not be contingent on future profits or items

of income to be derived in future assessment periods but are unconditional und not contingent. Moreover,

Section 5(2a) of the EStG would not apply with regard to payment obligations incurred in order to

refinance the acquisition of assets that would be shown in the financial statements; these criteria should

be met, as the Notes will be issued for the purpose of refinancing the purchase of the Receivables.

Furthermore, Section 8(3) 2nd Sentence of the German Corporate Income Tax Act

(Körperschaftsteuergesetz or "KStG"), which provides that certain profit distributions will be considered

non-deductible expenses for German corporate income and trade tax purposes, would not apply with

regard to interest payments on the Notes so that such payments may be deducted by the Issuer in the

context of the computation of the Issuer's tax base for German corporate income tax and trade tax

purposes. Interest payments on the Notes do not come under the provision, as only the entitlement to a

participation of the Issuer's profits and to a participation in the proceeds from a liquidation

(Liquidationserlös) of the Issuer fall within the scope of Section 8(3) 2nd Sentence of the KStG. Pursuant

to the Terms and Conditions of the Notes, payment of interest on the Notes is not contingent upon the

Issuer's profits and the Notes do not grant any right to participate in the proceeds from the liquidation of

the Issuer.

Trade Tax

Since the activities of the Issuer qualify as a trade or business (Gewerbebetrieb) and the Issuer's statutory

seat and place of effective management and control are in Germany, the Issuer will be subject to German

trade tax. In principle, the taxpayer's corporate income tax base also constitutes the tax base for German

trade tax purposes. However, as a general rule, for trade tax purposes, 25% of the interest payable by the

Issuer (to the extent the interest (i) is deductible under the interest stripping rules (Zinsschranke) and (ii)

exceeds a threshold of EUR 100,000) will be "added-back" to the Issuer's tax base and, consequently,

increases the trade tax burden of the Issuer. The Issuer's tax base would, however, not have to be

increased accordingly if it benefits from an exception to the add-back rule, provided for by Section 19 (3)

no. 2 of the German Trade Tax Application Directive (Gewerbesteuerdurchführungsverordnung -

"GewStDV"). The exception applies where a business exclusively (i) acquires certain credit receivables

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(Kredite) or (ii) assumes certain credit risks (Kreditrisiken) pertaining to loans originated by credit

institutions (Kreditinstitute) within the meaning of Section 1 of the German Banking Act

(Kreditwesengesetz) and refinances by way of issuing debt instruments (Schuldtitel) in the case of (i) such

acquisition of the acquired receivables and in the case of (ii) the provision of a security in respect of such

assumption of credit risks. Pursuant to the Transaction Documents, the acquisition of the Purchased

Receivables relates to the Seller's banking business and, consequently, the Issuer acquires credit

receivables (Kredite) within the meaning of Section 19 (3) no. 2 alternative 1 GewStDV. The Issuer

issues the Notes as debt instruments in order to refinance the acquisition of the Purchased Receivables.

Thus, the Issuer also fulfils the requirement of exclusively acquiring credit receivables or assuming credit

risks and refinancing such acquisition by means of issuing debt instruments. On this basis, the Issuer has

been advised that Section 19 (3) no. 2 alternative 1 GewStDV should be satisfied and, consequently, the

25% interest-add back for trade tax purposes should not apply to the Issuer. However, it cannot be

entirely ruled out that Section 19 (3) no. 2 GewStDV might not be regarded as applicable if pursuant to

HFA 8 (see section "Corporate Income Tax" above) the Seller was viewed as having retained beneficial

ownership in the Purchased Receivables; in such a case, the 25% interest-add back for trade tax purposes

would apply. Further, if, contrary to the Issuer's expectations, certain items cannot be deducted for

corporate income tax purposes (as described above) this would also increase the tax basis for trade tax

purposes.

VAT

The acquisition of the Purchased Receivables and the issue of the Notes is a VAT-exempt

(umsatzsteuerfreie) transaction under the German Value Added Tax Act (Umsatzsteuergesetz).

Accordingly, the Issuer, being a taxable person (Unternehmer) for VAT purposes, (i) will not be required

to charge VAT (Umsatzsteuer) upon issuing the Notes and (ii) will not be entitled to deduct any input-

VAT (Vorsteuer) on services rendered to it. In particular, in the event that the servicing and management

services provided by the Seller (in its capacity as Servicer) to the Issuer would be subject to VAT (see the

subsequent paragraph on the VAT treatment of such services), the Issuer will not be entitled to recover

any input VAT imposed on such services.

Pursuant to administrative guidance (Section 2.4 Value Added Tax Application Ordinance

(Umsatzsteuer-Anwendungserlass or "UStAE") the acquisition of receivables is considered like a

factoring transaction. The principles applying to factoring transactions had been developed in a decision

of the European Court of Justice on 26 June 2003 (C-305/01; MKG-Kraftfahrzeuge-Factoring).

Consequently, according to the UStAE, (i) neither the purchaser of loan receivables supplies services that

are subject (steuerbar) to Value Added Tax (Umsatzsteuer or "VAT") nor (ii) the activities of the seller of

the receivables trigger German VAT (the services are either not subject to German VAT or exempt from

German VAT (steuerfrei)) if the seller (or a third party appointed by the seller) of the receivables

continues to service (administration, collection and enforcement) the receivables after the sale. If instead

the purchaser (or a third party appointed by the purchaser) services the receivables, the purchaser would

be considered as supplying such a service to the seller. Such a factoring service would not be exempt

from German VAT (Section 2.4 (4) sentence 3 UStAE) if it was considered to be supplied in Germany in

accordance with applicable VAT law. The Tax Court of Hesse held in two decisions dated 31 May 2007

and 26 January 2010 (6 V 1258/07 and 6 K 2933/07), respectively, that the purchaser of loan receivables

supplies a VATable service to the seller if the purchaser or a third party appointed by the purchaser

services the receivables and thereby indirectly confirms the current view taken by the tax authorities.

Therefore, under factoring transaction principles, VAT would generally not accrue with respect to the

servicing of the Purchased Receivables and the Related Collateral by the Servicer, since at present the

Seller in its capacity as Servicer undertakes to service the Purchased Receivables and the Related

Collateral.

However, if instead a third party appointed by the Issuer were to service the Purchased Receivables and

the Related Collateral (for example, after termination of the Servicing Agreement between the Issuer (in

its capacity as Purchaser) and the Seller (in its capacity as Servicer)), such replacement would change the

VAT treatment described in the preceding sentence, however, this should not retroactively affect the

initial analysis. As a consequence of such replacement, the Issuer would be considered as supplying a

service to the Seller and such supply would generally not be exempt from German VAT. In addition, the

Issuer would in this situation be liable in accordance with the Pre-Enforcement Priority of Payments for

any costs, fees (including VAT) and expenses charged to it by the substitute servicer.

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It should be noted that the German tax authorities' conclusions described in the preceding paragraph

regarding the VAT treatment of securitisation transactions (i.e. no VAT in case of servicing being

performed by the Seller), in particular the consequences and the relevance of either the Seller or the Issuer

undertaking the servicing of the acquired receivables, have not yet been confirmed by the German Federal

Fiscal Court (Bundesfinanzhof). Therefore, these conclusions could be overruled by a decision of the

German Federal Fiscal Court. Moreover, the tax authorities might change their interpretation, in particular

if the German Federal Fiscal Court's conclusions in a court ruling were to deviate from those of the tax

authorities. In this context it should be noted that the Tax Court Düsseldorf held in a judgement dated 15

February 2008 (1 K 3682/05 U) that the servicing of Purchased Receivables by the purchaser in its own

interest - the purchaser not being a factoring company that renders services for the continuing benefit of

the seller - does not constitute a supply of services. This judgment has been appealed. The German

Federal Fiscal Court (V R 18/08) decided on 10 December 2009 to seek clarification from the European

Court of Justice whether (and to what extent) the purchaser of a loan portfolio supplies services to the

seller of such receivables. On 27 October 2011, the European Court of Justice (C-93/10) ruled that an

operator who, at his own risk, purchased defaulted debts at a price below their face value does not affect a

supply of services for consideration and does not carry out an economic activity when the difference

between the face value of those debts and their purchase price reflects the actual economic value of the

debts at the time of their assignment. In the considerations of the decision, the European Court of Justice

distinguished between a factoring transaction and a mere purchase of (in the court decision: defaulted)

debts. It explicitly stated that the principles developed in the MKG-Kraftfahrzeuge-Factoring-decision

only applied to factoring transactions but not to (mere) purchases of (defaulted) debts. The German

Federal Fiscal Court has adopted the principles contained in the decision of the European Court of Justice

dated 27 October 2011 in its follow-up decision dated 26 January 2012 (V R 18/08) and 4 July 2013 (V R

8/10) and has explicitly confirmed that administrative practice, to the extent it was relevant in this

decision, was contradictory to the view of the European Court of Justice. Pursuant to a tax circular dated

2 December 2015, the German tax authorities have adopted this view whereby the sale and transfer of

defaulted receivables is not treated as a factoring service even if the servicing is assumed by the

purchaser. As in the case at hand the Receivables are, in principle, not defaulted receivables, the new tax

circular should not apply to the Transaction and the view of the tax authorities in respect of factoring

transactions should still be applicable.

The Issuer could under certain circumstances become secondarily liable for VAT owed and not paid by

the Seller in respect of the Purchased Receivables pursuant to Section 13c UStG. However, it can be

expected that the Seller and originator of the Purchased Receivables could not and has not opted to a

VATable treatment of its financing services rendered to the Debtors and, therefore, no VAT liability and

consequently also no secondary liability should arise. Even though, Section 13c. 1 (18) et seqq. UStAE

stipulates that Section 13c UStG only applies if the receivables are collected by the purchaser. Pursuant to

Section 13c. 1 para. 27 UStAE, in securitisation transactions the purchaser of receivables should not be

treated as having collected the Purchased Receivables if and to the extent that the purchaser paid a

consideration for such receivables. Because a consideration reflecting market value will be paid by the

Issuer, Section 13c. 1 para. 27 UStAE would apply and, consequently the Issuer could not be held liable

for any VAT (if any) not paid by the Seller with regard to the Purchased Receivables. If against

expectations the tax authorities took a different view, the Issuer could be held liable for any VAT in the

amount of 15.97% on the difference between the face value of the Purchased Receivables and the

Purchase Price pertaining to such Receivables.

Withholding Tax

The Issuer has been advised that withholding tax (Kapitalertragsteuer) and solidarity surcharge thereon

should not have to be withheld by the Issuer on payments of interest on the Notes. This is based upon the

consideration that the Notes do not qualify as profit related (profit participating loans (partiarische

Darlehen) or silent partnerships (stille Gesellschaft)) within the meaning of Section 20 para. 1 no. 4

EStG. Pursuant to the terms and conditions of the Notes, payment of interest on the Notes is not

contingent on the Issuer's profits. The Notes merely entitle its holders to a certain coupon. On the basis of

the prevailing view in German literature, the mere fact that a holder of an instrument bears the credit risk

of an issuer is generally not sufficient to assume that such holder is provided with an effective

participation in the respective issuer's profits. It should, however, be noted that the Bundesfinanzhof

(decision dated 22 June 2010, I R 78/09) has stated as an obiter dictum that the mere fact that an interest

payment is deferred until the borrower has sufficient liquidity would give rise to a treatment of the loan as

profit participating as, in such a case, the interest claim would only be fulfilled once the borrower has

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realised an operating profit. The Issuer has, however, been advised that the facts of the court decision

regarding the underlying loan are significantly different compared to the terms and conditions of the

Notes. In addition, in comparable cases the tax authorities have confirmed by way of a binding ruling that

this court decision was not applicable on the respective securitisation transaction. The Issuer has further

been advised that the Notes should not convey to its holders a silent partnership in the business of the

Issuer (Beteiligung als stiller Gesellschafter) within the meaning of Section 20 para. 1 no. 4 EStG. A

necessary key characteristic of a silent partnership is that the (silent) investor and the owner of a business

pursue a joint purpose. The pursuit of a joint purpose is, in particular, achieved by granting to the investor

control and determination rights (Mitentscheidungsrechte). The Notes, however, are structured in such a

way that they can be traded on the capital markets. The fungibility of instruments (and resulting potential

change of the investor structure) runs counter the idea of the pursuit of a joint purpose between an

investor (here: a Noteholder) and the Issuer (plus church tax, if applicable upon payment to an individual

noteholder in case no blocking notice (Sperrvermerk) has been filed).

If, contrary to the expectations of the Issuer, the Notes were recharacterised as profit participating loans

or silent partnerships, the Issuer would have to withhold taxes in an amount of 26.375% on each interest

payment under a Note. Although a German tax resident Noteholder could generally treat such

withholding tax as a prepayment of his German income tax and solidarity surcharge liability and amounts

over-withheld would generally entitle him to a refund based on an assessment to tax, this credit and/or

refund would only occur at a later point in time such that the Noteholder would suffer a liquidity

disadvantage. For Noteholders who are not tax residents of Germany the possibility to obtain a tax credit

or refund might be subject to additional requirements or, depending on applicable Double Tax Treaties,

not be given at all.

No Advance Binding Ruling

The Issuer has not applied for an advance binding ruling (verbindliche Auskunft) with the competent tax

office regarding the tax treatment of certain issues described in the preceding paragraphs and the

paragraph TAXATION — Taxation in Germany. Therefore, the tax authorities did not have the

opportunity to review the structure of the transaction before and to confirm by way of a binding statement

the interpretation of the relevant tax law provisions as outlined in this Prospectus. Hence, it cannot be

excluded that the tax authorities will take another position when it comes to assessing the tax liabilities of

the Issuer.

No Gross-Up for Taxes

If required by law, any payments under the Notes will only be made after deduction of any applicable

withholding taxes and other deductions. The Issuer will not be required to pay additional amounts in

respect of any withholding (including FATCA-withholding) or other deduction for or on account of any

present or future taxes, duties or charges of whatever nature. See "TERMS AND CONDITIONS OF THE

NOTES — Taxes". In such event, subject to certain conditions, the Issuer will be entitled (but will have no

obligation) to redeem the Notes in whole but not in part at their then outstanding Note Principal Amount,

see "TERMS AND CONDITIONS OF THE NOTES — Redemption — Optional Redemption for Taxation

Reasons".

European Proposals for a Financial Transactions Tax

On 14 February 2013, the European Commission has published a proposal ("Commission's Proposal")

for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria,

Portugal, Slovenia and Slovakia ("participating Member States").

The Commission's Proposal has very broad scope and could, if introduced, apply to certain dealings in the

Notes (including secondary market transactions) in certain circumstances. The issue and subscription of

Notes should, however, be exempt.

Under Commission's Proposal the FTT could apply in certain circumstances to persons both within and

outside of the participating Member States. Generally, it would apply to certain dealings in the Notes

where at least one party is a financial institution, and at least one party is established in a participating

Member State. A financial institution may be, or be deemed to be, "established" in a participating

Member State in a broad range of circumstances, including (a) by transacting with a person established in

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a participating Member State or (b) where the financial instrument which is subject to the dealings is

issued in a participating Member State.

Joint statements issued by the participating Member States indicate an intention to implement the FTT by

1 January 2016. If the FTT is adopted based on the current proposals, then it may operate in a manner

giving rise to tax liabilities for the Issuer with respect to certain transactions (including swap transactions

and/or purchases or sales of securities). Any such liabilities may reduce amounts available to the Issuer to

meet its obligations under the Notes and may result in investors receiving less interest or principal than

expected. It should also be noted that FTT could be payable in relation to relevant transactions by

investors in respect of the Notes (including secondary market transactions) if the conditions for a charge

to arise are satisfied.

However, the FTT proposal remains subject to negotiation between the participating Member States and

is the subject of legal challenge. Accordingly, the scope of any such tax is uncertain. Additional EU

Member States may decide to participate.

Prospective holders of the Notes are advised to seek their own professional advice in relation to the FTT.

Exchange Controls

Except in limited embargo circumstances, there are no legal restrictions in Germany on international

capital movements and foreign exchange transactions. However, for statistical purposes only, every

individual or corporation residing in Germany must report to the German Central Bank (Deutsche

Bundesbank), subject to certain exceptions, any payment received from or made to an individual or a

corporation resident outside of Germany if such payment exceeds EUR 12,500 (or the equivalent in a

foreign currency).

No Rights after Legal Maturity Date

No Noteholder will have any rights under any Note after the Legal Maturity Date and, accordingly, may

fall short with any claims vis-à-vis the Issuer after such date.

Legal Structure

No Right in Loan Contract

The ownership of a Note does not confer any right to, or interest in, any Loan Contract or any right

against the Debtor nor any third party under on in connection with the Loan Contract or against the Seller

or the Servicer.

Insolvency Law

Sections 113 et seqq. of the German Insolvency Code (Insolvenzordnung)

Under Section 113 of the German Insolvency Code (Insolvenzordnung), the insolvency administrator of

the principal is entitled to terminate service agreements (Dienstleistungsverhältnisse). Agency agreements

(Geschäftsbesorgungsverträge), mandates (Aufträge) and powers of attorney (Vollmachten) would,

according to Section 115 and 116 of the German Insolvency Code (Insolvenzordnung), extinguish with

the opening of insolvency proceedings against the principal by operation of law. A number of the

Transaction Documents, to the extent that they qualify as service agreements, agency agreements or

mandates as they contain mandates or agency provisions, would be affected by the application of these

provisions in an insolvency of the principal thereunder.

Section 166 of the German Insolvency Code (Insolvenzordnung)

Under German insolvency law, in insolvency proceedings of a debtor, a creditor who is secured by the

assignment of receivables by way of security will have a preferential right to such receivables

(Absonderungsrecht). Enforcement of such preferential right is subject to the provisions set forth in the

German Insolvency Code (Insolvenzordnung). In particular, the secured creditor may not enforce its

security interest itself. Instead, the insolvency administrator appointed in respect of the estate of the

debtor will be entitled to enforcement pursuant to Section 166 (2) of the German Insolvency Code. The

insolvency administrator is obliged to transfer the proceeds from such enforcement to the creditor,

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however, the secured creditor has no control as to the timing of such procedure. In addition, the

insolvency administrator may deduct from the enforcement proceeds for the benefit of the insolvency

estate costs which may amount to 4% of the enforcement proceeds for assessing such preferential rights

plus up to 5% of the enforcement proceeds as compensation for the costs of enforcement. In case the

enforcement costs are considerably higher than 5% of the enforcement proceeds, the compensation for the

enforcement costs may be higher.

Accordingly, the Issuer may have to share in the costs of any insolvency proceedings of the Seller in

Germany, reducing the amount of money available upon enforcement of the Collateral to repay the Notes,

if the sale and assignment of the Purchased Receivables by the Seller to the Issuer were to be regarded as

a secured lending rather than a receivables sale.

The Issuer has been advised, however, that the transfer of the Purchased Receivables would be construed

such that the risk of the insolvency of the Debtors lies with the Issuer and that, therefore, the Issuer would

have the right to segregation (Aussonderungsrecht) of the Purchased Receivables from the estate of the

Seller in the event of its insolvency and that, consequently, the cost sharing provisions described above

would not apply with respect thereto.

Furthermore, even in the event that the sale and assignment of the Purchased Receivables were to be

qualified as a secured loan, it is likely that the security granted to the Issuer would not be subject to an

enforcement right of the insolvency administrator to the effect that the cost sharing provisions described

above would not apply. This is based on the expectation that an assignment for security purposes in

respect of the Purchased Receivables would qualify as "financial collateral" within the meaning of Article

1 (1) of Directive 2002/47/EC of the European Parliament and the Council of 6 June 2002 (as amended

by Directive 2009/44/EC of the European Parliament and the Council of 6 May 2009) and Section 1 (17)

of the German Banking Act and hence would benefit from the privileged treatment of financial collateral

under the German Insolvency Code since pursuant to Section 166 (3) no. 3 of the German Insolvency

Code, "financial collateral" is not subject to the enforcement right of the insolvency administrator. The

Receivables constitute credit claims within the meaning of Article 2 (1) no. (o) of the aforementioned

directive because they originate from loans granted by the Seller which is a credit institution within the

meaning of Article 4 (1) no. (a)(i) of Directive 2006/48/EC of the European Parliament and the Council

of 14 June 2006 (as referred to in Directive 2002/47/EC, however, repealed by Directive 2013/36/EU and

now defined in Article 4 (1) of Regulation 2013/575/EU). Consequently, their assignment for security

purposes by the Seller to a legal entity, such as the Issuer, should satisfy the requirements of the provision

of "financial collateral" within the meaning of the directive and statute referred to in the second sentence

of this paragraph.

However, such right of segregation will not apply with respect to any Related Collateral transferred to the

Issuer if insolvency proceedings are instituted in respect of the relevant Debtor in Germany. In that case,

the cost sharing provisions will apply.

Insolvency-Related Termination Clauses (insolvenzabhängige Lösungsklauseln)

Certain Transaction Documents provide for a termination right in case that a party becomes insolvent. In

German legal literature, it is disputed whether so-called insolvency-related termination clauses

(insolvenzabhängige Lösungsklauseln) may be invalid or challengeable under German insolvency law.

In the context of termination clauses linked to the filing of a petition for the opening of insolvency

proceedings, the Federal Court of Justice (Bundesgerichtshof) has ruled in a decision dated 15 November

2012 (IX ZR 169/11) ("Decision") that a clause which provided for an automatic termination of an energy

supply contract in the event of an application for the opening of insolvency proceedings of a contractual

counterparty is invalid on the basis that such a clause deprives the insolvency administrator from its right

to select whether to continue or discontinue a relevant contract. Since the Decision has been made in

connection with a supply contract in the energy sector and in relation to an automatic termination

(auflösende Bedingung), it could be argued that it may not apply to other agreements containing

termination rights (Kündigungsrechte) or to the occurrence of a statutory reason to open insolvency

proceedings. There are contradictory court rulings in this regard (see BGH II ZR 394/12, OLG Schleswig

1 U 72/11 or OLG Celle 13 U 53/11). However, there is a risk that a court could interpret the Decision as

a landmark decision of the Federal Court of Justice with regard to the ongoing dispute in relation to

insolvency-related termination and expiration clauses (insolvenzabhängige Lösungsklauseln) such that the

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courts may apply the general principles set out in the Decision not only to automatic termination clauses

or agreements made in the energy sector, but in relation to all termination rights and expiration clauses

under any form of mutual contract which are linked to insolvency events, potentially also including

statutory reasons to open insolvency proceedings.

German Recovery and Resolution Act (Sanierungs- und Abwicklungsgesetz) and other Restructuring

and Resolution Proceedings

On 1 January 2015 the German Recovery and Resolution Act (Sanierungs- und Abwicklungsgesetz -

"SAG") came into force implementing provisions of Directive 2014/59/EU of the European Parliament

and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit

institutions and investment firms into German national law. SAG provides for various actions and

measures that can be taken by the Federal Agency for Financial Market Stabilisation (Bundesanstalt für

Finanzmarktstabilisierung, "FMSA") in order to avoid systemic risks for the financial markets or the

necessity of a public bail-out if a credit institution that is subject to SAG is in financial difficulties.

Amongst other things, the FMSA could, under certain circumstances, require creditors of such credit

institution to "bail-in" by a conversion of their claims into core capital or the reduction of the amount of

such claims (Section 90 SAG). Furthermore, the FMSA could decide to transfer certain assets and

liabilities of such credit institution to another entity or a bridge institution or an asset management vehicle

under the control of the FMSA (cf. Section 107 SAG).

The SAG is applicable, inter alia, with respect to credit institutions within the meaning of Art. 4(1) No. 1

of the CRR, i.e. to every undertaking the business of which is to take deposits or other repayable funds

from the public and to grant credits for its own account. SAG therefore also applies to the Seller and,

consequently, the FMSA could take any of the above described measures and actions with regard to the

Seller provided that the prerequisites for the taking of reorganisation measures pursuant to the SAG are

met. However, the Issuer has been advised that, even if the Seller should be in financial difficulties and

measures pursuant to the SAG are being taken, these measures should only have limited impact on the

claims of the Issuer against the Seller for the following reasons: Claims of the Issuer against the Seller (in

its capacity as Seller or Servicer) for payment of Collections received in respect of the Purchased

Receivables and other claims under the Servicing Agreement are subject to a trust arrangement

(Treuhandverhältnis) and, in principle, the Collections (unless commingled) are subject to substitute

segregation (Ersatzaussonderung) and should therefore be excluded from any bail-in measures pursuant

to Section 91(2) No. 4 SAG. The Purchased Receivables should not be subject to bail-in pursuant to the

SAG as long as the sale and transfer of the Purchased Receivables from the Seller to the Issuer will not be

re-characterised as a secured loan. However, even if the sale and transfer of the Purchased Receivables

was re-characterised as a secured loan, claims against the Seller would not become subject to bail-in to

the extent these claims are secured claims within the meaning of Section 91(2) No. 2 SAG. Consequently,

if and to the extent the relevant claims against the Seller are secured by the Purchased Receivables and

Related Collateral they should not be affected by bail-in. Finally, although the Issuer will not be in a

position to prevent the transfer of any of the Seller's assets to another entity, such transfer pursuant to

Section 110(1) SAG may only occur in conjunction with a transfer of the security provided therefor and

vice versa. A separation of the Purchased Receivables from the Related Collateral should therefore not

result from any such transfer (see also Section 110(3) No. 4 SAG).

In addition, the risk of loss for the Issuer with regard to its claims against the Seller due to a bail-in or

other measure under the SAG is further mitigated by the following: (i) Pursuant to Section 97 SAG, the

claims of the Issuer against the Seller would only become subject to a bail-in after the equity and capital

positions set out in Section 90(1) No. 1 through 3 SAG have been exhausted and (ii) Section 147 SAG

provides creditors with a compensatory claim against the restructuring fund pursuant to Section 8 of the

Restructuring Fund Act (Restrukturierungsfondsgesetz) if and to the extent the restructuring measures

under the SAG put them into a worse position than they would be in if insolvency proceedings had been

opened over the assets of the relevant credit institution.

However, absent any court rulings which explicitly confirm the above analysis, there remains legal

uncertainty.

In addition, credit institutions within the meaning of Section 1 (1) of the German Banking Act

(Kreditwesengesetz), such as the Seller, may, under certain circumstances, become subject to

restructuring proceedings (Sanierungsverfahren) and/or reorganisation proceedings

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(Reorganisationsverfahren) in accordance with the Act on the Reorganisation of Credit Institutions

(Kreditreorganisationsgesetz) that became effective on 1 January 2011.

All these proceedings may also result in an impairment of the rights of creditors of such credit institutions

such as the Issuer. In particular, if during restructuring proceedings the affected credit institution enters

into new financing arrangements as a borrower, the creditors of such new financing arrangements may

rank ahead of existing creditors of such credit institution in any insolvency proceedings that will be

commenced in respect of the affected credit institution within a period of three (3) years after the

commencement of such restructuring proceedings has been ordered. Reorganisation proceedings may, for

example, result in a reduction or deferral of the claims and other rights of creditors (such as the Issuer) of

the affected credit institution and resolution actions may, for example, result in the deferral or suspension

of payment or delivery obligations of creditors (such as the Issuer) of the affected credit institution or in a

change in the nature of the receivables or claims into equity of the affected credit institution, which may,

in the worst case, have no value. If such proceedings are applied to the Seller and the Issuer has at that

time claims for payments outstanding against the Seller (e.g. under the Servicing Agreement) such claims

may be subordinated or deferred as set out above and the Issuer may not or not timely receive such

amounts required to make payments under the Notes.

If such proceedings are applied to the Seller and the Issuer has at that time claims for payments

outstanding against the Seller (e.g. under the Servicing Agreement) such claims may be subordinated or

deferred as set out above and the Issuer may not or not timely receive such amounts required to make

payments under the Notes.

Collateral and Transaction Security Trustee Claim

The Issuer has granted to the Transaction Security Trustee the Transaction Security Trustee Claim

(Treuhänderanspruch) under Clause ‎4.2 of the Transaction Security Agreement. To secure the

Transaction Security Trustee Claim (Treuhänderanspruch), the Issuer will assign the Assigned Security

pursuant to Clause ‎5 of the Transaction Security Agreement and will grant a pledge (Pfandrecht) to the

Transaction Security Trustee pursuant to Clause ‎6 of the Transaction Security Agreement with respect to

all its present and future claims against the Transaction Security Trustee arising under the Transaction

Security Agreement as well as its present and future claims under the Accounts as well as its present and

future claims under the Accounts Agreement, which have not been assigned or transferred for security

purposes under Clause ‎5 of the Transaction Security Agreement. The Transaction Security Trustee Claim

entitles the Transaction Security Trustee to demand, inter alia, that all present and future obligations of

the Issuer under the Notes be fulfilled.

However, where an agreement provides that a security agent (e.g. the Transaction Security Trustee)

holding assets on trust for other entities has an own separate and independent right to demand payment

from the relevant grantor of security to it which mirrors the obligations of the relevant debtors to the

secured creditors (e.g. the Transaction Security Trustee Claim), there is an argument that accessory

security (such as the pledge granted by the Issuer to the Transaction Security Trustee in order to, amongst

others, secure the Transaction Security Trustee Claim) created to secure such a parallel obligation is not

enforceable for the benefit of such beneficiaries who are not a party to the relevant security agreement.

This is because the parallel obligation could be seen as an instrument to avoid the accessory nature of, e.g.

a pledge. This argument has – as far as we are aware – not yet been tested in court. Further, it is

frequently seen in the market that accessory security such as a pledge is given to secure a parallel

obligation such as the Transaction Security Trustee Claim. However, as there is no established case law

confirming the validity of such pledge, the validity of such pledge is subject to some degree of legal

uncertainty.

Assignability of Purchased Receivables

As a general rule under German law, receivables governed by German law are, in principle, freely

assignable on the basis of Sections 398 et seqq. of the German Civil Code (Bürgerliches Gesetzbuch),

unless their assignment is excluded (i) by mutual agreement, (ii) by the nature of the relevant receivable,

or (iii) on the basis of legal restrictions applicable thereto. Except as stated below under the heading

"Banking Secrecy", there is no published court precedent of the German Federal Court of Justice

(Bundesgerichtshof) or any German Higher Regional Courts (Oberlandesgerichte) confirming that

receivables arising out of consumer loan contracts or other credit contracts are not assignable either

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generally or in a refinancing transaction or an asset-backed securitisation. Pursuant to the Receivables

Purchase Agreement, the Seller has warranted to the Issuer that the Loan Contracts under which the

Purchased Receivables have been generated are based on certain standard forms. Such standard forms do

not specifically prohibit the Seller from transferring its rights under the relevant Loan Contract to a third

party for refinancing purposes. Pursuant to the Receivables Purchase Agreement, the Seller has warranted

to the Issuer that the provisions of the Loan Contracts are valid. The Seller has also warranted to the

Issuer in the Receivables Purchase Agreement that the assignment of the Purchased Receivables to the

Issuer is not prohibited and valid.

Notice of Assignment, Set-Off by Debtors and other Defences

The assignment of the Purchased Receivables and the assignment and transfer of Related Collateral may

only be disclosed to the relevant Debtors at any time by the Purchaser or through the Servicer in

accordance with the Servicing Agreement or where the Seller agrees otherwise.

Until the relevant Debtors have been notified of the assignment of the relevant Purchased Receivables,

they may undertake payment with discharging effect to the Seller or enter into any other transaction with

regard to such Purchased Receivables which will have binding effect on the Issuer and the Transaction

Security Trustee.

According to Section 404 of the German Civil Code (Bürgerliches Gesetzbuch), each Debtor may further

raise defences against the Issuer and the Transaction Security Trustee arising from its relationship with

the Seller which are existing at the time of the assignment of the Purchased Receivables. Further,

pursuant to Section 406 of the German Civil Code (Bürgerliches Gesetzbuch) each Debtor is entitled to

set-off against the Issuer and the Transaction Security Trustee its claims, if any, against the Seller unless

such Debtor has knowledge of the assignment upon acquiring such claims or such claims become due

only after the Debtor acquires such knowledge and after the relevant Purchased Receivables themselves

become due. The Seller has warranted that it is not aware that any Debtor has asserted any lien, right of

rescission, counterclaim, set-off, right to contest or defence against it in relation to any Loan Contract. In

addition, following the occurrence of a Set-Off Reserve Trigger Event, the risk of any shortfall due to

certain set-off rights on the part of the Debtor is mitigated by the undertaking of the Seller in the

Receivables Purchase Agreement to pay to the Issuer (in its capacity as Purchaser) Deemed Collections in

the amount equal to the affected portion of the Purchased Receivable if certain events occur with respect

to such Purchased Receivable (see the definition of Deemed Collection in "SCHEDULE 1 DEFINITIONS

– "Deemed Collection"). In particular, if the amount owed by a Debtor is reduced due to set-off, the

differential amount will constitute a Deemed Collection within the meaning of item (B)(i) of the

definition of such term. Following the occurrence of a Set-Off Reserve Trigger Event, the risk of any

shortfall due to certain set-off rights on the part of the Debtor and the Seller's inability to pay to the Issuer

(in its capacity as Purchaser) the amount of Deemed Collection within the meaning of item (B)(i) of the

definition of such term is further mitigated by the Set-Off Reserve Amount to be credited to the Set-Off

Reserve Account. See "CREDIT STRUCTURE —Set-Off Reserve".

Banking Secrecy

On 25 May 2004, the Higher Regional Court (Oberlandesgericht) in Frankfurt am Main rendered a ruling

with respect to the enforcement of collateral securing non-performing loan receivables. In its ruling, the

court took the view that the banking secrecy duties embedded in the banking relationship create an

implied restriction on the assignability of loan receivables pursuant to Section 399 of the German Civil

Code (Bürgerliches Gesetzbuch), if the loan agreement is not a business transaction (Handelsgeschäft)

within the meaning of Section 343 of the German Commercial Code (Handelsgesetzbuch) for both the

borrower and the bank (see "– Assignability of Purchased Receivables" above).

On 27 February 2007, the German Federal Court of Justice (Bundesgerichtshof) issued a ruling (docket

no. XI ZR 195/05) confirming the traditional view that a breach of the banking secrecy duty by the bank

does not render the sale and assignment invalid but may only give rise to defences (including damage

claims) against the assignor. The ruling relates to a mortgage loan agreement which included terms

allowing for the assignment of the loan receivables and collateral thereunder for refinancing purposes.

However, notwithstanding those terms, the court held as a general matter that banking secrecy duties do

not create an implied restriction on the assignability of loan receivables and that the German Federal Data

Protection Act (Bundesdatenschutzgesetz) (see "– German Federal Data Protection Act

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(Bundesdatenschutzgesetz)" below) does not constitute a statutory restriction on the assignability of loan

receivables.

In addition, the Issuer has been advised that, while the aforementioned 2004 Frankfurt Higher Regional

Court (Oberlandesgericht) decision appeared to be based on the premise that an assignment of loan

receivables leads necessarily to an undue disclosure of borrower-related data, this premise is not correct

as the assignment can be structured in a way that avoids the disclosure of these data to the assignee. This

view has been confirmed by the German Federal Court of Justice (Bundesgerichtshof) in its

aforementioned recent ruling. In accordance with circular 4/97 of the BaFin which was expressly referred

to by the German Federal Court of Justice (Bundesgerichtshof) in the ruling, a breach of the banking

secrecy duty may be avoided by using a data trustee who keeps all data relating to the identity and address

of each borrower in safe custody and discloses such data only upon insolvency or material violation of the

seller in respect of its obligations toward the purchaser. Here, the Issuer, the Seller and the Data Trustee

have agreed that certain data including the identity and address of each Debtor and provider of Related

Collateral are not to be sent to the Issuer on the Purchase Date but only to the Data Trustee. Under the

Data Trust Agreement, the Data Trustee will safeguard the data and may disclose the data to any

substitute servicer or the Transaction Security Trustee only upon the occurrence of certain events

including a notice to the Data Trustee regarding the termination of the Seller as Servicer under the

Servicing Agreement or a Notification Event or a notice to the Data Trustee that knowledge of the

relevant data is necessary for the Issuer (acting through such substitute servicer) to pursue legal remedies

and prosecution of legal remedies through the Servicer is inadequate (see "OUTLINE OF THE OTHER

PRINCIPAL TRANSACTION DOCUMENTS — Data Trust Agreement").

The assignment of the Purchased Receivables, however, is not structured in strict compliance with the

guidelines for German true sale securitisations of bank assets set out in the circular 4/97 of the BaFin. In

particular, these guidelines require a neutral entity to act as data trustee that is a public notary, a domestic

credit institution or a credit institution having its seat in any member state of the European Union or any

other state of the European Economic Area and being supervised pursuant to the EU Banking Directives.

Wilmington Trust SP Services (Luxembourg) S.A. acting as Data Trustee does not fall into any of these

categories. Arguably, the rationale for identifying regulated credit institutions and notaries as eligible data

trustees is, besides their neutrality, their reliability in relation to the protection of data when handling

personal data. Thus, the Issuer has been advised that there are good arguments to construe the term

"neutral entity" for this purpose to include other entities having their seat in the European Union or

European Economic Area if the relevant entity is equally neutral and reliable in relation to the handling of

personal data. Absent any court rulings, however, it cannot be ruled out that a court would find that the

transmission of the Debtor data to the Data Trustee - though in anonymised form - occurred in violation

of banking secrecy requirements.

German Federal Data Protection Act (Bundesdatenschutzgesetz)

According to the German Federal Data Protection Act, a transfer of a customer's personal data is

permitted if (a) the relevant customer has consented to such transfer or (b) such transfer is permitted by

law, or (c) such transfer is (i) necessary in order to maintain the legitimate interests of the person storing

the data and (ii) there is no reason to believe that the legitimate interests of the customer to prevent the

processing and use of data should prevail over such other storer's interests. The Issuer is of the view that

the transfer of the Debtors' personal data in connection with the assignment of the rights under the

Purchased Receivables relating to Related Collateral is in compliance with (c) above and is necessary to

maintain the legitimate interests of the Seller, the Issuer and the Transaction Security Trustee. In addition,

the Issuer is of the view that the protection mechanisms provided for in the Data Trust Agreement and the

Receivables Purchase Agreement take into account the legitimate interests of the Debtors to prevent the

processing and use of data by any of the Seller, the Issuer and the Transaction Security Trustee.

German Consumer Loan Legislation

The provisions of the German Civil Code (Bürgerliches Gesetzbuch) which incorporate the provisions of

the former German Consumer Credit Act (Verbraucherkreditgesetz) into the German Civil Code

(Bürgerliches Gesetzbuch) apply to the Purchased Receivables. Consumers are defined as individuals

acting for purposes relating neither predominantly to their commercial nor independent professional

activities. The majority of Loan Contracts will qualify as consumer loan contracts and will therefore be

subject to the consumer loan provisions of the German Civil Code (Bürgerliches Gesetzbuch) (in

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particular Sections 491 et seqq.). Since the Purchased Receivables were originated on or after 11 June

2010, the amended provisions in the German Civil Code (Bürgerliches Gesetzbuch) on consumer loans

and linked contracts (verbundene Verträge) that have been enacted in order to transpose the EU

Consumer Credit Directive 2008/48/EC into German law apply.

Under those provisions, if the borrower is a consumer, he or she has the right to revoke its consent

(Widerrufsrecht) to a consumer loan contract for a period of fourteen (14) calendar days commencing

with the receipt of a written notice providing certain information including information regarding such

revocation right (Widerrufsrecht). In the event that a consumer is not properly notified of its right of

withdrawal or has not been provided with certain information about the lender and the contractual

relationship created under the consumer loan, the consumer may revoke its consent at any time during the

term of the consumer loan contract.

German courts have adopted strict standards with regard to the information and the proper instruction to

be provided to the consumer. Due to the strict standards applied by the courts, it cannot be excluded that a

German court could consider the language and outline used in certain Loan Contract as falling short of

such standards. Should a Debtor revoke the consent to the relevant Loan Contract, the Debtor would be

obliged to repay the loan amount it had received in full plus interest at market rates; the Debtor in turn has

a claim in amount of paid instalments plus interest thereon. Hence, the Issuer would receive interest under

such Purchased Receivable for a shorter period of time than initially anticipated. If the market interest rate

at the time when the Consumer Loan Agreement was entered into was lower than the interest rate agreed

between the Seller and the relevant Debtor, the Debtor might have a claim for compensation of the

difference between the market interest rate and the agreed interest rate which it might set off against the

repayment claim of the Issuer relating to the loan amount (see also "- Prepayment of Loans" below).

Further, in case of a revocation, the Issuer's claims with regard to the prepayment of the Purchased

Receivable would not be secured by Related Collateral granted therefore if the related security purpose

agreement does not extend to such claims.

If a Debtor is a consumer and a payment protection insurance (Ratenschutzversicherung) is financed by

the Loan Contract, such Loan Contract and the payment protection insurance agreement may constitute

linked contracts (verbundene Verträge) within the meaning of section 358 of the German Civil Code

(Bürgerliches Gesetzbuch). As a result, if the Debtor has defences against the insurance company (or its

insolvency estate in respect of a share in the relevant security fund of the insurance company) under the

payment protection insurance agreement, the Debtor may deny the repayment of such part of the Loan

Instalments as relates to the financing of the insurance premium. Further, as a consequence of a

revocation of the payment protection insurance agreement, such revocation may be raised as a defence

against such Loan Contract and the relevant Loan Contract linked to such payment protection insurance

agreement may be voided (Wegfall der Bindung). In addition, in case of Loan Contracts which are to be

qualified as linked contracts (verbundene Verträge) with payment protection insurance agreements the

instruction of revocation of the insurer need to be included information regarding the effect of the

revocation of the payment protection insurance agreement on the linked Loan Contract. If a payment

protection insurance agreement linked to a Loan Contract does not contain such extended information the

payment protection insurance agreement may be revocable. The notice providing information about the

revocation right must contain information about the aforementioned legal effect of linked contracts. In the

event that a consumer is not properly notified of its revocation right and such legal effect, the consumer

may revoke its consent to any of these contracts at any time during the term of these contracts (subject to

certain expiry provisions depending on the nature of the contract).

Moreover, Section 360 para. 2 sentence 2 of the German Civil Code states that a consumer may also

withdraw from Loan Contracts where the Loan Contract is not linked (verbunden) but related

(zusammenhängend) to another contract. A Loan Contract will in particular qualify as a related contract if

the purpose of the loan is to finance the other contract and the relevant goods or services (as the case may

be) under such other contract which is subject to a revocation are specified in the Loan Contract. Thus,

the withdrawal extends then also to the Loan Contract and the Debtor may raise the withdrawal of its

consent to such other contract as a defence against its obligations under the Loan Contract

However, if the relevant Loan Contract is revoked or voided due to a revocation of a linked ore related

payment protection insurance agreement, the Seller shall make a payment in form of a Deemed Collection

in the amount of the Outstanding Principal Amount of such Loan Contract / Purchased Receivable. See

"SCHEDULE 1 DEFINITIONS- Deemed Collections". As a consequence, the Issuer will, upon receipt of

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a Deemed Collection, pay such amounts to Noteholders on the next Payment Date in accordance with the

Terms and Conditions of the Notes. See "TERMS AND CONDITIONS OF THE NOTES - Redemption -

Amortisation".

Further, the Loan Contracts provide in the version used prior to January 1, 2013 for an obligation of the

Debtor to pay a loan administration fee (Bearbeitungsgebühr) which is directly included in the Loan

Contract. In 2014, the German Federal Court of Justice (Bundesgerichtshof) has held that the obligation to

pay the loan administration fee is void because it constitutes an unreasonable disadvantage to the

borrower. According to the conclusion of the courts, the loan administration fee is neither a compensation

for the main service under a loan (i.e., making advances available to the borrower) nor for any other

service by the lender to the borrower but constitutes an ancillary price element and, as part of the ancillary

terms of the loan agreement, is subject to judicial review (and potentially invalidation) under statutory

principles of good faith. As a result, the Debtor is entitled to set off its claims towards the Seller for

repayment of the loan administration fee against any payment claims of the Issuer under the relevant

Purchased Receivable.

However, in the event that any Debtor exercises a right of set-off in respect of a Purchased Receivable,

the Seller will be required to pay to the Issuer Deemed Collections in the amount of the reduction by such

set-off of the Outstanding Principal Amount of any Purchased Receivable. See "SCHEDULE 1

DEFINITIONS – Deemed Collections" and "TERMS AND CONDITIONS OF THE NOTES - Redemption

- Amortisation". Consequently, in the event that any such set-off right is exercised and the corresponding

Deemed Collections are not paid by the Seller, the Issuer's ability to make payments to the Noteholders

may be adversely affected.

Ordinary Statutory Termination Rights of the Borrowers

In respect of the Debtors' statutory right to terminate a Loan Contract it is necessary to distinguish

between loan contracts with a variable rate of interest and loan contracts, in respect of which a fixed

interest rate has been agreed for a specific period of time. A loan in respect of which a fixed interest rate

has been agreed for a specific period of time may become a variable interest loan, if the respective Debtor

and the Seller fail to agree to a fixed interest rate for a specified time upon expiry of the initial or (as

applicable) the preceding fixed rate period.

Pursuant to Section 489 (2) of the German Civil Code (Bürgerliches Gesetzbuch), the borrower under a

variable interest loan may terminate the loan contract at any time by giving three (3) months' prior notice.

Receivables with a fixed rate of interest may be terminated by a borrower pursuant to Section 489 (1) no.

1 of the German Civil Code (Bürgerliches Gesetzbuch) with effect as at a date not earlier than the day on

which the fixed interest period (Zinsbindung) ends by giving one (1) month prior notice, if (i) the fixed

interest period (Zinsbindung) ends prior to the date as at which the loan is due for repayment and (ii) no

new agreement is reached in respect of the interest rate. If an adjustment of the interest rate is agreed in

intervals of up to one (1) year, then a borrower may only terminate the loan contract with effect as at the

date on which the fixed interest period (Zinsbindung) ends. Receivables with a fixed rate of interest may

be terminated by a borrower pursuant to Section 489 (1) No. 2 of the German Civil Code (Bürgerliches

Gesetzbuch) in any case upon the expiry of ten years after the complete disbursement of the loan by

giving six months prior notice. If following the disbursement of the loan a new agreement is reached on

the repayment date or the interest rate, the date of this agreement will supersede the date of the

disbursement of the loan.

Pursuant to Section 489 (4), sentence 1 of the German Civil Code (Bürgerliches Gesetzbuch), the

statutory termination rights described above can neither be excluded nor derogated to the detriment of a

borrower. In particular, the borrower is not obliged to pay a prepayment penalty

(Vorfälligkeitsentschädigung) unless such prepayment penalty (Vorfälligkeitsentschädigung) is claimed

by the respective creditor in accordance with Section 502 of the German Civil Code (Bürgerliches

Gesetzbuch) are fulfilled. However, if the borrower exercises its statutory termination right, the borrower

is obliged to repay the loan within two (2) weeks after the notice of termination has become effective,

failing which the notice is deemed not to have been given (Section 489 (3) of the German Civil Code

(Bürgerliches Gesetzbuch)).

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Extraordinary Termination Rights

If a material adverse change (wesentliche Verschlechterung) occurs in respect of the relevant borrower's

assets or the value of a security interest granted in respect of the relevant loan, or such material adverse

change is imminent, and thereby, the repayment of the loan (including by enforcing the security interest)

is endangered, Section 490 (1) of the German Civil Code (Bürgerliches Gesetzbuch) grants the relevant

lender an extraordinary termination right. Prior to the relevant loan's disbursement the lender is, in case of

doubt, always (im Zweifel stets) entitled to exercise such termination right without giving prior notice

(fristlos). Upon disbursement this only applies as a general rule.

Following the expiry of six (6) months starting from the relevant loan's disbursement and by observing a

notice period of three (3) months, a borrower can terminate a fixed rate interest loan which is secured by a

mortgage over a property or a ship pursuant to Section 490 (2) of the German Civil Code (Bürgerliches

Gesetzbuch), if the borrower's legitimate interests (berechtigte Interessen) justify such termination.

Pursuant to Section 490 (2) of the German Civil Code (Bürgerliches Gesetzbuch) such "legitimate

interest" is, in particular, deemed present if the borrower needs to make use of the asset over which

security is created for other purposes (for example, if due to a divorce or a relocation, the borrower would

like to sell the property).

Apart from the extraordinary termination rights set forth in Section 490 of the German Civil Code

(Bürgerliches Gesetzbuch), the general rules contained in Sections 313 and 314 of the German Civil Code

(Bürgerliches Gesetzbuch) need to be observed. If (i) circumstances upon which a contract was based

have materially changed after the conclusion of such contract, or (ii) material assumptions that have

become the basis of the contract subsequently turn out to be incorrect, and (iii) the parties would not have

concluded the contract or would have done so upon different terms if they had foreseen that change or the

incorrectness of such material assumptions, adaptation of the contract may be claimed pursuant to Section

313 of the German Civil Code (Bürgerliches Gesetzbuch) in so far as, having regard to all the

circumstances of the specific case, in particular the contractual or statutory allocation of risk, it cannot

reasonably be expected that a party should continue to be bound by the contract in its unaltered form. If

adaptation of the contract is not possible or cannot reasonably be expected of one party, the disadvantaged

party may withdraw from the contract, or, in case of a contract generating continuing obligations

(Dauerschuldverhältnis), terminate the contract. Pursuant to Section 314 of the German Civil Code

(Bürgerliches Gesetzbuch), each party to a contract generating continuing obligations

(Dauerschuldverhältnis) may terminate such contract without giving prior notice if there is good cause

(wichtiger Grund) to do so. There is "good cause" if, having regard to all circumstances of the specific

case and balancing the interests of both parties, the terminating party cannot reasonably be expected to

continue the contractual relationship until the agreed termination date or until the end of a notice period.

Should the lender exercise its extraordinary termination right arising from Section 314 of the German

Civil Code (Bürgerliches Gesetzbuch) described above, the lender may be entitled to claim damages, in

particular, interest based on the interest rate as agreed with the borrower.

Prepayment of Loans

Pursuant to Section 500 (2) of the German Civil Code (Bürgerliches Gesetzbuch), a borrower may in case

of a consumer loan contract prepay the loan (vorzeitige Rückzahlung) in whole or in part at any time. In

addition, the borrower may terminate the loan agreement at any time without observing a notice period

for good cause (aus wichtigem Grund). In case of a prepayment, the Issuer would receive interest on such

loan for a shorter period of time than initially anticipated.

The Loan Contracts provide for an obligation of the Debtor to pay a prepayment penalty

(Vorfälligkeitsentschädigung) pursuant to Sec. 502 of the German Civil Code (Bürgerliches Gesetzbuch).

In the event of a termination and prepayment of a loan, the Issuer would therefore only be entitled to

claim compensation from the Debtor for the interest pursuant to Sec. 502 of the German Civil Code

(Bürgerliches Gesetzbuch) which would have otherwise been payable by the Debtor on the prepaid

amount had such amount been outstanding for the remainder of the term of the loan as provided for under

Sec. 502 of the German Civil Code (Bürgerliches Gesetzbuch). In accordance with Section 502 (1)

sentence 2 of the German Civil Code such prepayment penalty may not exceed the following amounts: (i)

1 per cent. or, if the period between the prepayment and the agreed repayment date (vereinbarte

Rückzahlung) is no longer than 1 year, 0.5 per cent. of the prepaid amount and (ii) the amount of interest

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that the borrower would have paid for the period between the prepayment and the agreed repayment date.

The prepayments of loans would, inter alia, reduce the excess spread following such prepayments.

Change of Law

The structure of the Transaction Security Agreement, the Receivables Purchase Agreement and the other

Transaction Documents governed by German law (other than the Swap Agreement and the English

Security Deed which are governed by English law) and the issue of the Notes as well as the ratings which

are to be assigned to any Class of Notes are based on German law and English law, as applicable, in

effect as at the date of this Prospectus. No assurance can be given as to the impact of any possible change

of German or English law, as applicable, or administrative practice after the date of this Prospectus.

Overcollateralisation of Loans

According to German law, the granting of security for a loan may be held invalid and the security or part

of the security may have to be released if the loan is overcollateralised. Overcollateralisation occurs

where the creditor is granted collateral the value of which excessively exceeds the value of the secured

obligations or if the granting of security leads to an inappropriate disadvantage for the debtor. Although

there is no direct legal authority on point, the Issuer is of the view that the Purchased Receivables are not

overcollateralised; although it cannot be ruled out that a German court would hold otherwise. In the

Receivables Purchase Agreement, the Seller has warranted to the Issuer that the Related Collateral to

Purchased Receivables is legal, valid, binding and enforceable.

Reliance on Representations and Warranties

If the Portfolio does not correspond, in whole or in part, to the representations and warranties made by the

Seller in the Receivables Purchase Agreement, the Issuer has certain rights of recourse against the Seller.

These rights are not collateralised with respect to the Seller except that, in the case of a breach of certain

representations and warranties, the Seller will be required to pay Deemed Collections to the Issuer (see

items (ii) through (v) of the definition of Deemed Collections under "SCHEDULE 1 DEFINITIONS —

Deemed Collections" and "TERMS AND CONDITIONS OF THE NOTES — Redemption —

Amortisation"). Consequently, a risk of loss exists in the event that such a representation or warranty is

breached and the corresponding Deemed Collections are not paid. This could potentially cause the Issuer

to default under the Notes.

Reliance on Administration and Collection Procedures

The Servicer will carry out the administration, collection and enforcement of the Purchased Receivables

and the Related Collateral in accordance with the Servicing Agreement.

Accordingly, the Noteholders are relying on the business judgement and practices of the Servicer when

enforcing claims against the Debtors, including taking decisions with respect to enforcement in respect of

the Purchased Receivables and any Related Collateral. See "OUTLINE OF THE OTHER PRINCIPAL

TRANSACTION DOCUMENTS — Servicing Agreement" and "Credit and Collection Policy".

Replacement of the Servicer

If the appointment of the Servicer is terminated, the Issuer with the assistance of the Corporate

Administrator may appoint a substitute servicer pursuant to the Servicing Agreement. Any substitute

servicer which may replace the Servicer in accordance with the terms of the Servicing Agreement would

have to be able to administer the Purchased Receivables in accordance with the terms of the Servicing

Agreement, be duly qualified and licensed to administer finance contracts in Germany such as the Loan

Contracts, be a bank or credit institution established within the European Economic Area and supervised

in accordance with the relevant EU directives, and may be subject to certain residence and/or regulatory

requirements. Further, it should be noted that any substitute servicer (other than a (direct or indirect)

subsidiary of the Seller or of a parent of the Seller intends to outsource the servicing and collection of its

receivables and related collateral of the Seller is outsourced) may charge a servicing fee on a basis

different from that of the Servicer. In addition, it should be noted that the Seller intends to outsource the

servicing and collection of its receivables and related collateral to a subsidiary of the Seller or of a parent

of the Seller, with the consequence that upon such outsourcing, the Servicer (which is currently the

Seller) will be replaced by the new (direct or indirect) subsidiary of the Seller or of a parent of the Seller

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in its capacity as new Servicer. See "OUTLINE OF THE OTHER PRINCIPAL TRANSACTION

DOCUMENTS - Receivables Purchase Agreement" and "OUTLINE OF THE OTHER PRINCIPAL

TRANSACTION DOCUMENTS - Servicing Agreement".

Licence Requirement under the German Legal Services Act

Legal services which are provided by a person for the benefit of another person (Tätigkeit in konkreten

fremden Angelegenheiten) are subject to the restrictions of the German Legal Services Act

(Rechtsdienstleistungsgesetz) (RDG) if the relevant service requires in each case individual legal analysis

(rechtliche Prüfung des Einzelfalls), as set out in Section 2 (1) of the RDG. The collection of receivables

(Einziehung von Forderungen) is expressed to be a legal service within the meaning of the RDG if

rendered as an independent business (eigenständiges Geschäft) pursuant to Section 2 (2) of the RDG. Any

appointment of a service provider and any Collateral granted and any agreement entered into in violation

of such registration requirement may be void and may also lead to the relevant service provider being

fined and prohibited from further performing such contravening services. Depending on the relevant

activities of the Transaction Security Trustee in connection with the enforcement of the Collateral

following an Issuer Event of Default, the Transaction Security Trustee may be regarded as acting as

collection agent for the Noteholders and other Beneficiaries with the consequence that the restrictions of

the RDG could apply. In addition, the above considerations may become relevant in case of the

appointment of a back-up servicer.

With respect to the Transaction Security Trustee, however, the Issuer has been advised that as of the date

of the Transaction Security Agreement, the Transaction Security Trustee will not be subject to the

requirement to register under the German Legal Services Act solely by entering into the Transaction

Security Agreement as the Transaction Security Trustee has its own claim against the debtors of the

security granted to the Transaction Security Trustee under the Transaction Security Agreement and,

accordingly, when enforcing the security, it also does so in order to satisfy its own claim. Further, even if

the services provided by the Transaction Security Trustee were to be regarded as legal services within the

meaning of the German Legal Services Act, such services would be permitted to be performed without

registration provided that these services are services ancillary to the profession or activity (Nebenleistung

zum Berufs- oder Tätigkeitsbild) whereby an ancillary activity requires only a thematic interrelation to the

profession rather than a direct connection. Any enforcement services conducted by a security trustee

should, in general, not qualify as main business of a security trustee as the main task of a security trustee

is rather to hold and administer the security and when enforcing security, it does so only in the event of

default or a similar event. The Transaction Security Trustee should, therefore, be exempt from the

registration requirement under German Legal Services Act. In the absence of an express court precedent

or developed rule, there remains some legal uncertainty with respect to this issue.

No Independent Investigation and Limited Information, Reliance on Representations and Warranties

None of the Joint Lead Managers, the Arranger (if different), the Transaction Security Trustee nor the

Issuer has undertaken or will undertake any investigations, searches or other actions to verify the details

of the Purchased Receivables or to establish the creditworthiness of any Debtor or any other party to the

Transaction Documents. Each such person will rely solely on the accuracy of the representations and

warranties given by the Seller to the Issuer in the Receivables Purchase Agreement in respect of, inter

alia, the Purchased Receivables, the Debtors and the Loan Contracts underlying the Purchased

Receivables. The benefit of all such representations and warranties given to the Issuer will be transferred

by the Issuer in favour of the Transaction Security Trustee under the Transaction Security Agreement.

The Seller is under no obligation to, and will not, provide the Joint Lead Managers, the Arranger (if

different), the Transaction Security Trustee nor the Issuer with financial or other information specific to

individual Debtors and certain underlying Loan Contracts to which the Purchased Receivables relate. The

Joint Lead Manager/Arranger, the Transaction Security Trustee and the Issuer will only be supplied with

general information in relation to the aggregate of the Debtors and the underlying Loan Contracts.

Further, none of the Joint Lead Managers, Arranger (if different), the Transaction Security Trustee or the

Issuer will have any right to inspect the internal records of the Seller.

The primary remedy of the Transaction Security Trustee and the Issuer for breaches of any representation

or warranty with respect to the enforceability of the Purchased Receivables, the absence of material

litigation with respect to the Seller, the transfer of free title to the Issuer and the compliance of the

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Purchased Receivables with the Eligibility Criteria will be to require the Seller to pay Deemed

Collections in an amount equal to the then Outstanding Principal Amount of such Purchased Receivables

(or the affected portion thereof). With respect to breaches of representations or warranties under the

Receivables Purchase Agreement generally, the Seller is obliged to indemnify the Issuer against any

liability, losses and damages directly resulting from such breaches.

Risk of Losses on the Purchased Receivables and Exposure to Credit Risks of the Debtor

If the Seller does not receive the full amount due from the Debtors in respect of the Purchased

Receivables, the Noteholders are at risk of receiving less than the face value of their Notes and interest

payable thereon. Consequently, the Noteholders are exposed to the credit risk of the Debtors. Neither the

Seller nor the Issuer guarantees or warrants the full and timely payment by the Debtors of any sums

payable under the Purchased Receivables. The ability of any Debtor to make timely payments of amounts

due under the relevant Loan Contract will mainly depend on his or her assets and liabilities as well as his

or her ability to generate sufficient income to make the required payments. The Debtors' ability to

generate income may be adversely affected by a large number of factors. There can be no assurance as to

the future geographical distribution of the Debtors within Germany and its effect, in particular, on the rate

of amortisation of the Purchased Receivables. Consequently, any deterioration in the economic condition

of Germany where Debtors are located could have an adverse effect on the ability of the Debtors to repay

the loans and the ability of the Transaction Security Trustee to sell any Collateral and could trigger losses

in respect of the Notes or reduce their yield to maturity. Furthermore, although the Debtors are located

throughout Germany, these Debtors may be concentrated in certain locations, such as densely populated

or industrial areas. Any deterioration in the economic condition of the area in which the Debtors are

located (or any deterioration in the economic condition of other areas) may have an adverse effect on the

ability of the Debtors to make payments under the Loan Contracts. A concentration of the Debtors in such

area may therefore result in a greater risk that the Noteholders will ultimately not receive the full principal

amount of the Notes and interest thereon than if such concentration had not been present. Further, the rate

of recovery upon a Debtor default may itself be influenced by various economic, tax, legal and other

factors. Moreover, there is no assurance that the present value of the Purchased Receivables will at any

time be equal to or greater than the principal amounts outstanding of the Notes.

The risk to the Class A Noteholders that they will not receive the maximum amount due to them under the

Class A Notes as stated on the cover page of this Prospectus is mitigated by the subordination of the Class

B Notes, the Class C Notes, the Class D Notes and the Class E Notes to the Class A Notes. However,

there is no assurance that the Class A Noteholders will receive for each Class A Note the total initial Note

Principal Amount plus interest as stated in the Terms and Conditions nor that the distributions and

amortisations which are made will correspond to the monthly payments originally agreed upon in the

underlying Loan Contracts.

Further, there is no assurance that the Noteholders of any other Class of Notes will receive for each such

Class of Notes the relevant total initial Note Principal Amount plus interest as stated in the Terms and

Conditions nor that the distributions and amortisations which are made will correspond to the monthly

payments originally agreed upon in the underlying Loan Contracts.

Risk of Late Payment of Loan Instalments

The Issuer is subject to the risk of insufficiency of funds as a result of late payment by a Borrower of an

instalment due on a Receivable which would reduce the value of a Receivable for the Issuer. In addition,

under the Servicing Agreement, the Servicer may, in specific circumstances, grant a deferral of the date

on which certain payments are due under the Loan Contracts. This results in a risk of late payment of

instalments pursuant to the Loan Contracts underlying the Purchased Receivables.

Risk of Late Forwarding of Payments received by the Servicer

No assurance can be given that the Servicer will promptly forward all amounts collected from Debtors

pursuant to the relevant Loan Contracts to the Issuer in respect of a particular Collection Period in

accordance with the Servicing Agreement. It should be noted that no cash reserve (other than the

Commingling Reserve Amount following the occurrence of a Commingling Reserve Trigger Event and,

with respect to interest payable on the Class A Notes only, the Required Liquidity Reserve Amount

following the occurrence of a Liquidity Reserve Transfer Event) will be established to avoid any resulting

shortfall in the payments of principal and interest by the Issuer in respect of the Notes on the Payment

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Date immediately following such Collection Period. Consequently, any Collections that are forwarded

late will only be paid to the Noteholders on the subsequent Payment Date. However, the Servicer has

undertaken to transfer any Collections received during any Collection Period on the Payment Date

immediately following such Collection Period to the Transaction Account. Pursuant to the Servicing

Agreement, if the Servicer fails to make a payment due under the Servicing Agreement at the latest on the

second (2nd

) Business Day after its due date, or, in the event no due date has been determined, within

three (3) Business Days after the demand for payment, the Issuer may terminate the appointment of the

Servicer and appoint a substitute Servicer. Following the occurrence of a Commingling Reserve Trigger

Event, the risk of any shortfall due to late forwarding of Collections received or payable by the Servicer is

mitigated by the balance credited to the Commingling Reserve Account and, with respect to interest

payable on the Class A Notes only, the balance credited to the Liquidity Reserve Account, however, only

in case of a Liquidity Reserve Transfer Event. See "OUTLINE OF THE OTHER PRINCIPAL

TRANSACTION DOCUMENTS – Servicing Agreement – Termination of the Servicer".

Substitution of Account Bank

In the event an Account Bank Downgrading, the Issuer (acting through the Corporate Administrator) shall

enter into a new account agreement (or agreements) with the Successor Bank and the Transaction

Security Trustee as contracting parties and any and all amounts credited to the Transaction Account, the

Commingling Reserve Account, the Set-Off Reserve Account, the Liquidity Reserve Account, the

Purchase Shortfall Account or the Swap Cash Collateral Account shall be transferred to such new

account, at no cost to the Issuer provided that such successor account bank shall have the Account Bank

Required Rating.

No assurance can be given that the Successor Bank will be appointed in time and/or on terms similar to

the provisions agreed on in the Account Bank Agreement. Moreover, Noteholders should be aware that

the Issuer may be subject to the insolvency risk of the Account Bank should an insolvency occur before

such exchange or provision of collateral is made. Accordingly, investors may be adversely affected if

such risks materialise.

Reliance on Performance by Parties to the Transaction Documents

The ability of the Issuer to meet its obligations under the Notes will be dependent on the performance of

the services, duties, obligations and undertakings by each party to the Transaction Documents.

No assurance can be given that the creditworthiness of the parties to the Issuer under the Transaction

Documents, in particular the Servicer, will not deteriorate in the future. In the case of the Servicer, in

particular, the administration, collection and enforcement of the Purchased Receivables by the Servicer

may be adversely affected.

The Transaction Documents contain provisions for the termination of the appointment of such

counterparties and replacement thereof or termination of the respective Transaction Documents in certain

circumstances. However, no assurance can be given that the relevant successor will be appointed in time

and/or on terms similar to the provisions agreed on in the relevant Transaction Document. Accordingly,

the performance of such counterparty's respective services, duties, obligations and undertakings under the

respective Transaction Documents may be adversely affected.

Sharing with other creditors

The proceeds of enforcement and collection of the Collateral created by the Issuer in favour of the

Transaction Security Trustee will be used in accordance with the Post-Enforcement Priority of Payments

to satisfy claims of all Beneficiaries thereunder. See "THE MAIN PROVISIONS OF THE TRANSACTION

SECURITY AGREEMENT — Post- Enforcement Priority of Payments".

The Issuer believes that the risks described above are the principal risks inherent in the transaction for

the Noteholder, but the inability of the Issuer to pay interest, principal or other amounts on or in

connection with the Notes may occur for other reasons and the Issuer does not represent that the above

statements regarding the risk of holding the Notes are exhaustive. Although the Issuer believes that the

various structural elements described in this Prospectus lessen some of these risks for the Noteholders,

there can be no assurance that these measures will be sufficient to ensure payment to Noteholders of

interest, principal or any other amounts on or in connection with the Notes on a timely basis or at all.

- 55 -

CREDIT STRUCTURE

Loan Interest Rates

The Receivables which will be purchased by the Issuer include annuity loans under which instalments are

calculated on the basis of equal monthly periods during the life of each loan. Each instalment is

comprised of a portion allocable to interest and a portion allocable to principal under such loan. In

general, the interest portion of each instalment under annuity loans decreases in proportion to the

principal portion over the life of such loan whereas towards maturity of such loan a greater part of each

monthly instalment is allocated to principal.

Cash Collection Arrangements

Payments by the Debtors under the Purchased Receivables are due on a monthly basis, generally on the

first (1st) or fifteenth (15

th) calendar day, interest being payable in arrears. Prior to a Servicer Termination

Event, all Collections will be paid by the Servicer to the Transaction Account maintained by the Issuer

with the Account Bank on the Payment Date immediately following each Collection Period unless the

Issuer applies part or all of the Collections and amounts standing to the credit of the Purchase Shortfall

Account (if any) to the replenishment of the Portfolio (including by way of set-off, where relevant) in

accordance with the Pre-Enforcement Priority of Payments and the other terms of the Receivables

Purchase Agreement. See "OUTLINE OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS" –

"Servicing Agreement" and "Receivables Purchase Agreement" and "THE ACCOUNTS AND THE

ACCOUNTS AGREEMENT".

The Servicer will identify all amounts paid into either the Transaction Account, the Commingling

Reserve Account, the Set-Off Reserve Account, the Liquidity Reserve Account, the Purchase Shortfall

Account or the Swap Cash Collateral Account by crediting such amounts to the respective account and

ledgers established for such purpose.

If at any time (i) the Account Bank Required Rating is not been met, or (ii) an Account Bank Downgrade

occurs, the Issuer will be required, within thirty (30) calendar days after the Account Bank Downgrade, to

transfer any amounts credited to any Account, at no cost to the Issuer, to an alternative bank with at least

the Account Bank Required Rating.

Available Distribution Amount

The Available Distribution Amount (as defined above) will be calculated as at each Cut-Off Date with

respect to the Collection Period ending on such Cut-Off Date for the purpose of determining, inter alia,

the amount to be applied under the Pre-Enforcement Priority of Payments on the immediately following

Payment Date. The Available Distribution Amount is defined in Appendix A to the Terms and

Conditions. See "SCHEDULE 1 DEFINITIONS — Available Distribution Amount".

The amounts to be applied under the Pre-Enforcement Priority of Payments will vary during the life of the

transaction as a result of possible variations in the amount of Collections and certain costs and expenses

of the Issuer. The amount of Collections received by the Issuer under the Receivables Purchase

Agreement will vary during the life of the Notes as a result of the level of delinquencies, defaults,

repayments and prepayments in respect of the Purchased Receivables.

Pre-Enforcement Priority of Payments

The Available Distribution Amount will, pursuant to the Terms and Conditions and the Receivables

Purchase Agreement, be applied as of each Payment Date in accordance with the Pre-Enforcement

Priority of Payments. The Pre-Enforcement Priority of Payments is set out in Condition 7.7 (Pre-

Enforcement Priority of Payments) of the Terms and Conditions. The amount of interest and principal

payable under the Notes on each Payment Date will depend notably on the amount of Collections

received by the Issuer during the Collection Period immediately preceding such Payment Date and certain

costs and expenses of the Issuer. See "TERMS AND CONDITIONS OF THE NOTES — Replenishment

and Redemption — Pre-Enforcement Priority of Payments".

Payments to satisfy amounts due to third parties (other than pursuant to the Transaction Documents) and

payable in connection with the Issuer's business may be made from the Transaction Account, and, if

- 56 -

applicable, the Commingling Reserve Account, the Set-Off Reserve Account, the Liquidity Reserve

Account and the Purchase Shortfall Account, other than on a Payment Date.

Residual Payment to the Seller

On each Payment Date prior to the occurrence of a Termination Event and the occurrence of an Issuer

Event of Default, the difference (if any) between the Available Distribution Amount and the sum of all

amounts payable or to be applied (as the case may be) by the Issuer under items first to twenty-sixth

(inclusive) of the Pre-Enforcement Priority of Payments with respect to the Cut-Off Date immediately

preceding such Payment Date shall be disbursed to the Seller as residual payment in accordance with and

subject to the Pre-Enforcement Priority of Payments. Upon the occurrence of an Issuer Event of Default,

the difference (if any) between the Credit and the sum of all amounts payable or to be applied (as the case

may be) by the Issuer under items first to seventeenth (inclusive) of the Post-Enforcement Priority of

Payments with respect to the Cut-Off Date immediately preceding any Payment Date shall be disbursed to

the Seller as residual payment in accordance with and subject to the Post-Enforcement Priority of

Payments.

Post-Enforcement Priority of Payments

Upon the occurrence of an Issuer Event of Default prior to the full discharge of all Transaction Secured

Obligations, any amounts payable by the Issuer or, in the case of enforcement of the Collateral, by the

Transaction Security Trustee will be paid in accordance with the Post-Enforcement Priority of Payments

set out in Clause 23 (Post-Enforcement Priority of Payments) of the Transaction Security Agreement. See

"THE MAIN PROVISIONS OF THE TRANSACTION SECURITY AGREEMENT — Post-Enforcement

Priority of Payments".

Liquidity Reserve

On or before the Note Issuance Date, the Issuer will establish an account with the Account Bank (the

"Liquidity Reserve Account") which shall be credited, on the Note Issuance Date, with an amount equal

to the Required Liquidity Reserve Amount. The amounts standing to the credit of the Liquidity Reserve

Account will serve as collateral for the occurrence of a Liquidity Reserve Transfer Event.

As of each Cut-off Date preceding a Payment Date on which a Liquidity Reserve Transfer Event is

continuing, the Calculation Agent shall determine if there would be a shortfall in the amounts required to

pay costs and expenses of the Issuer in accordance with items first to fifth of the Pre-Enforcement Priority

of Payments and interest payable on the Class A Notes outstanding on such Payment Date under item

sixth when due by reason of a Liquidity Reserve Transfer Event following the application of the

Available Distribution Amount according to the Pre-Enforcement Priority of Payments on such Payment

Date. Should the Calculation Agent determine that there would be any such shortfall, an amount equal to

the lower of (a) the amount standing to the credit of the Liquidity Reserve Account and (b) the relevant

shortfall shall be included in the Available Distribution Amount and shall be applied towards the

reduction or elimination of such shortfall in accordance with the Pre-Enforcement Priority of Payments

on such Payment Date.

On each Payment Date prior to the occurrence of an Issuer Event of Default, subject to the availability of

funds for such purpose, if the amount standing to the credit of the Liquidity Reserve Account falls below

the Required Liquidity Reserve Amount, the Issuer will apply an amount equal to the Required Liquidity

Reserve Amount less the amount standing to the credit of the Liquidity Reserve Account from the

Available Distribution Amount towards replenishment of the Liquidity Reserve Account up to the

Required Liquidity Reserve Amount in accordance with the Pre-Enforcement Priority of Payments.

With respect to each Payment Date, the Calculation Agent will determine if there is a Liquidity Reserve

Excess Amount on such Payment Date. Any such Liquidity Reserve Excess Amount shall be returned to

the Seller on such Payment Date. "Liquidity Reserve Excess Amount" shall mean, as of any Payment

Date, the excess of the amounts standing to the credit of the Liquidity Reserve Account over the Required

Liquidity Reserve Amount, on the Cut-Off Date immediately preceding such Payment Date, after a

drawing (if any) in accordance with item 8 of the definition of Available Distribution Amount.

- 57 -

A "Liquidity Reserve Transfer Event" shall mean the event that the Servicer fails to transfer

Collections to the Issuer in accordance with the Servicing Agreement in the event of the occurrence of a

Servicer Termination Event.

A "Required Liquidity Reserve Amount" shall mean, on the Note Issuance Date and subsequently as at

any Payment Date during the Replenishment Period EUR 3,750,000, and as at any Payment Date after the

Replenishment Period, the higher of (i) 0.5% multiplied by the Aggregate Outstanding Principal Amount

and (ii) EUR 750,000.

Commingling Reserve

If, at any time as long as the Seller is the Servicer, a Commingling Reserve Trigger Event occurs, the

Seller will be required, within thirty (30) calendar days, to transfer the Commingling Reserve Amount to

an account of the Issuer held with the Account Bank ("Commingling Reserve Account"). The amounts,

if any, standing to the credit of the Commingling Reserve Account shall be included in the Available

Distribution Amount and shall be applied on any Payment Date in accordance with the Pre-Enforcement

Priority of Payments (but excluding any fees and other amounts due to the Servicer under item fourth of

the Pre-Enforcement Priority of Payments) if and to the extent that the Seller has, on such Payment Date,

failed to transfer to the Issuer any Collections (other than Deemed Collections within the meaning of item

(B) (i) of the definition of Deemed Collections) received or payable by the Seller during, or with respect

to, the Collection Period ending on the Cut-Off Date immediately preceding such Payment Date or if the

appointment of the Servicer under the Servicing Agreement has been automatically terminated pursuant

to the last paragraph of Clause 9.1 of the Servicing Agreement. On any Payment Date following the

occurrence of a Commingling Reserve Trigger Event, the Issuer shall pay to the Seller any Commingling

Reserve Excess Amount. "Commingling Reserve Excess Amount" shall mean, as of any Payment Date,

the excess of the amounts standing to the credit of the Commingling Reserve Account over the

Commingling Reserve Amount, on the Cut-Off Date immediately preceding such Payment Date, after a


A "Commingling Reserve Trigger Event" shall have occurred if, at any time, (i) Santander Consumer

Finance, S.A. ceases to have the Commingling Required Rating or (ii) Santander Consumer Finance, S.A.

ceases to own, directly or indirectly, at least 75% of the share capital of the Seller, unless in each case (i)

and (ii), the Seller has at least the Commingling Required Rating.

A "Commingling Reserve Amount" shall mean, (a) as of any Cut-Off Date following the occurrence of

a Commingling Reserve Trigger Event, an amount equal to the sum of (i) the amount of the Scheduled

Collections for the period from the beginning of the Collection Period immediately following the relevant

Cut-Off Date to the last Business Day of the second (2nd

) Collection Period after the relevant Cut-Off

Date (both inclusive) and (ii) 2% of the Aggregate Outstanding Note Principal Amount as of the relevant

Cut-Off Date or (b) if as of any Cut-Off Date no Commingling Reserve Trigger Event has occurred, zero.

A "Commingling Required Rating" shall mean, with respect to any entity, that the long-term unsecured,

unsubordinated and unguaranteed debt obligations of such entity are assigned a rating of at least BBB (or

its replacement) by DBRS and BBB (or its replacement) by S&P and any such rating has not been

withdrawn.

A "Scheduled Collection" shall mean, with respect to any Collection Period, the amount of Collections

scheduled to be received by the Servicer with respect to such Collection Period as reported by the

Servicer for such Collection Period.

Set-Off Reserve

If, at any time, a Set-Off Reserve Trigger Event occurs, the Seller will be required, within thirty (30)

calendar days, to transfer the Set-Off Reserve Amount to an account of the Issuer held with the Account

Bank ("Set-Off Reserve Account"). The amounts, if any, standing to the credit of the Set-Off Reserve

Account shall be included in the Available Distribution Amount and shall be applied on any Payment

Date in accordance with the Pre-Enforcement Priority of Payments (but excluding any fees and other

amounts due to the Servicer under item fourth of the Pre-Enforcement Priority of Payments) if and to the

extent that (i) any amounts that would otherwise have to be transferred to the Issuer as Deemed

Collections within the meaning of item (B) (i) of the definition of Deemed Collections for the Collection

Period ending on the relevant Cut-Off Date were not received by the Seller as a result of any of the

- 58 -

actions described in item (B) (i) of the definition of Deemed Collections and (ii) the Issuer does not have

a right of set-off against the Seller with respect to such amounts on the relevant Payment Date. On any

Payment Date following the occurrence of a Set-Off Reserve Trigger Event, the Issuer shall pay to the

Seller the Set-Off Reserve Excess Amount. "Set-Off Reserve Excess Amount" shall mean, as of any

Payment Date, the excess of the amounts standing to the credit of the Set-Off Reserve Account over the

Set-Off Reserve Amount on the Cut-Off Date immediately preceding such Payment Date, after a drawing

(if any) in accordance with item 7 of the definition of Available Distribution Amount.

A "Set-Off Reserve Trigger Event" shall have occurred if, at any time, (i) Santander Consumer Finance,

S.A. ceases to have the Set-Off Required Rating or (ii) Santander Consumer Finance, S.A. ceases to own,

directly or indirectly, at least 75% of the share capital of the Seller, unless in each case (i) and (ii), the

Seller has at least the Set-Off Required Rating.

A "Set-Off Required Rating" shall mean, with respect to any entity, that the long-term unsecured,


its replacement) by S&P and BBB (or its replacement) by DBRS and any such rating has not been

withdrawn.

"Set-Off Reserve Amount" shall mean:

(A) as of the Cut-Off Date immediately preceding the occurrence of a Set-Off Reserve Trigger Event

and as of any Cut-Off Date following the occurrence of a Set-Off Reserve Trigger Event, the sum

of the Seller Deposits which are calculated with respect to each Debtor of Purchased Receivables

outstanding as of the relevant date who, on the relevant Cut-Off Date, holds Seller Deposits, and

are in each case equal to the lower of (i) the amount of Seller Deposits which, as of the relevant

Cut-Off Date, are held with the Seller by such Debtor, and (ii) the Principal Amount of the

Purchased Receivables owed by such Debtor outstanding as of the relevant Cut-Off Date; or

(B) if as of any Cut-Off Date following the occurrence of a Set-Off Reserve Trigger Event, the Seller

has at least the Set-Off Required Rating, zero.

Return of Reserves

On the Payment Date on which the Rated Notes are repaid in full, the funds then standing to the credit of

the Liquidity Reserve Account, the Set-Off Reserve Account and the Commingling Reserve Account

(after application of the Pre-Enforcement Priority of Payments on such Payment Date) shall be returned to

the Seller.

Credit Enhancement

As, on the Note Issuance Date, the average interest rate under the Loan Contracts exceeds the average

interest rate of the Notes, it is expected that the Available Distribution Amount will exceed the amounts

required to meet the items ranking higher than Class A Notes Interest (item sixth) in the Pre-Enforcement


Prior to the occurrence of an Issuer Event of Default, the Class A Notes have the benefit of credit

enhancement provided through the subordination of the Class B Notes, the Class C Notes, the Class D

Notes and the Class E Notes, provided that (i) if no Principal Deficiency Trigger Event occurs as of any

Payment Date, the payment of interest of such Classes of Notes is subordinated to the payment of interest

of the Class A Notes and the payment of principal of such Classes of Notes is subordinated to the

payment of principal of the Class A Notes, and (ii) if a Principal Deficiency Trigger Event occurs as of

any Payment Date, the payment of interest and principal of such Classes of Notes is subordinated to the

payment of interest and principal of the Class A Notes.

Following the occurrence of an Issuer Event of Default, the Class A Notes have the benefit of credit

enhancement provided through the subordination, both as to payment of interest and principal and on

enforcement of the Collateral, of the Class B Notes, the Class C Notes, the Class D Notes and the Class E

Notes.

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TERMS AND CONDITIONS OF THE NOTES

The terms and conditions of the Notes are set out below. Appendix A to the Terms and Conditions is set

out under "SCHEDULE 1 DEFINITIONS". Appendix B to the Terms and Conditions is set out under

"THE MAIN PROVISIONS OF THE TRANSACTION SECURITY AGREEMENT". Appendix C to the

Terms and Conditions is set out under "DESCRIPTION OF THE PORTFOLIO – Eligibility Criteria".

Appendix D to the Terms and Conditions is set out under "CREDIT AND COLLECTION POLICY".

Each of Appendix A, Appendix B, Appendix C and Appendix D forms an integral part of the Terms and

Conditions.

1. FORM AND DENOMINATION

(a) SC Germany Consumer 2016-1 UG (haftungsbeschränkt), incorporated with limited

liability (Unternehmergesellschaft (haftungsbeschränkt)) in the Federal Republic of

Germany ("Germany") registered with the commercial register of the local court

(Amtsgericht) in Frankfurt am Main under the registration number HRB 106078 with its

registered office at c/o Wilmington Trust SP Services (Frankfurt) GmbH, Steinweg 3-5,

60313 Frankfurt am Main, Germany ("Issuer") issues the following classes of

amortising asset-backed notes in bearer form (each, a "Class" and collectively, "Notes")

pursuant to these terms and conditions ("Terms and Conditions"):

(i) Class A Fixed Rate Notes due on the Payment Date falling in September 2029

("Class A Notes") which are issued in an initial aggregate principal amount of

EUR 635,800,000 and divided into 6,358 Notes each having a principal amount

of and minimum denomination of EUR 100,000.

(ii) Class B Fixed Rate Notes due on the Payment Date falling in September 2029

("Class B Notes") which are issued in the aggregate principal amount of EUR

43,200,000 and divided into 432 Notes each having a principal amount of and

minimum denomination of EUR 100,000.

(iii) Class C Fixed Rate Notes due on the Payment Date falling in September 2029

("Class C Notes") which are issued in the aggregate principal amount of EUR



(iv) Class D Floating Rate Notes due on the Payment Date falling in September

2029 ("Class D Notes") which are issued in the aggregate principal amount of

EUR 11,300,000 and divided into 113 Notes each having a principal amount of

and minimum denomination of EUR 100,000.

(v) Class E Floating Rate Notes due on the Payment Date falling in September 2029

("Class E Notes") which are issued in the aggregate principal amount of EUR



The Notes will be issued on or about 27 September 2016 ("Note Issuance Date"). All

Notes shall be issued in new global note form. The holders of the Notes are referred to as

"Noteholders".

(b) Each Class of Notes shall be initially represented by a temporary global bearer note

("Temporary Global Note") without interest coupons. The Temporary Global Notes

shall be exchangeable, as provided in paragraph (c) below, for permanent global bearer

notes which are recorded in the records of the ICSDs ("Permanent Global Note")

without interest coupons representing each such Class. Definitive Notes and interest

coupons shall not be issued. Each Permanent Global Note and each Temporary Global

Note is also referred to herein as a "Global Note" and, together, as "Global Notes".

Each Global Note representing the Class A Notes shall be deposited with an entity

appointed as common safekeeper ("Class A Notes Common Safekeeper") by the

ICSDs. Each Global Note representing the Class B Notes, the Class C Notes, the Class D

Notes and the Class E Notes shall be deposited with an entity appointed as common

- 60 -

safekeeper ("Subordinated Notes Common Safekeeper" and together with the Class A

Notes Common Safekeeper, "Common Safekeepers") by the ICSDs.

(c) The Temporary Global Notes shall be exchanged for the Permanent Global Notes

recorded in the records of the ICSD on a date ("Exchange Date") not earlier than forty

(40) calendar days and not later than one hundred and eighty (180) calendar days after

the date of issue of the Temporary Global Notes upon delivery by the relevant

participants to the ICSDs, as relevant, and by the ICSDs to the Principal Paying Agent,

of certificates in the form which forms part of the Temporary Global Notes and are

available from the Principal Paying Agent for such purpose, to the effect that the

beneficial owner or owners of the Notes represented by the relevant Temporary Global

Note is not a U.S. Person or are not U.S. Persons (as such term is defined in Regulation

S of the under the United States Securities Act of 1933, as amended) other than certain

financial institutions or certain persons holding through such financial institutions. Each

Permanent Global Note delivered in exchange for the relevant Temporary Global Note

shall be delivered only outside of the United States.

"United States" shall mean, for the purposes of this Condition 1(c), the United States of

America (including the States thereof and the District of Columbia) and its possessions

(including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island

and the Northern Mariana Islands). Any exchange of a Temporary Global Note pursuant

to this Condition 1(c) shall be made free of charge to the Noteholders. Upon an exchange

of a portion only of the Notes represented by the Temporary Global Note, the Issuer

shall procure that details of such exchange shall be entered pro rata in the records of the

ICSDs.

(d) Payments of interest or principal on the Notes represented by a Temporary Global Note

shall be made only after delivery by the relevant participants to the ICSDs, as relevant,

and by an ICSD to the Principal Paying Agent of the certifications described in

paragraph (c) above.

(e) Each Global Note shall be manually signed by or on behalf of the Issuer and shall be

authenticated by the Principal Paying Agent and, in respect of each Global Note

representing the Class A Notes, effectuated by the Class A Notes Common Safekeeper

on behalf of the Issuer and, in respect of each Global Note representing the Class B

Notes, the Class C Notes, the Class D Notes and the Class E Notes, effectuated by the

Subordinated Notes Common Safekeeper on behalf of the Issuer.

(f) The aggregate nominal amount of the Notes represented by each Global Note shall be

the aggregate amount from time to time entered in the records of both ICSDs. Absent

errors, the records of the ICSDs (which expression means the records that each ICSD

holds for its customers which reflect the amount of such customer's interest in the Notes)

shall be conclusive evidence of the aggregate nominal amount of Notes represented by

the relevant Global Note and, for these purposes, a statement issued by an ICSD stating

the aggregate nominal amount of Notes so represented at any time shall be conclusive

evidence of the records of the relevant ICSD at that time.

On any redemption or payment of an instalment or interest being made in respect of, or

purchase and cancellation of, any of the Notes represented by a Global Note the Issuer

shall procure that details of any redemption, payment or purchase and cancellation (as

the case may be) in respect of a Global Note shall be entered pro rata in the records of

the ICSDs and, upon any such entry being made, the aggregate nominal amount of the

Notes recorded in the records of the ICSDs and represented by a Global Note shall be

reduced by the aggregate nominal amount of the Notes so redeemed or purchased and

cancelled or by the aggregate amount of such instalment so paid.

(g) The provisions set out in Schedule 7 of the agency agreement ("Agency Agreement")

between the Issuer, The Bank of New York Mellon, London Branch as principal paying

agent (or any successor or substitute appointed with such capacity, "Principal Paying

Agent") and Wilmington Trust SP Services (Frankfurt) GmbH as calculation agent (or

- 61 -

any successor or substitute appointed with such capacity, "Calculation Agent") and as

cash administrator ("Cash Administrator") dated on or about 22 September 2016 which

contain primarily the procedural provisions regarding resolutions of Noteholders shall

hereby be fully incorporated into these Terms and Conditions. The Issuer shall specify,

by means of a notification in accordance with Condition 13 (Form of Notices), at any

time, but no later than upon publication of a convening notice for a Noteholders' meeting,

a website for the purpose of publications under such procedural provisions. Such

notification shall hereby be fully incorporated into these Terms and Conditions upon

publication or delivery thereof in accordance with Condition 13 (Form of Notices).

(h) Copies of the Global Notes are available free of charge at the main offices of the Issuer

and of the Principal Paying Agent (as defined in Condition 9(a) (Agents; Determinations

Binding)).

(i) Certain terms not defined but used herein shall have the same meanings herein as in the

Definitions Schedule attached as Appendix A or as in Appendix C or Appendix D to

these Terms and Conditions ("Appendix A", "Appendix C" and "Appendix D",

respectively) each of which constitutes an integral part of these Terms and Conditions.

(j) The Notes are subject to the provisions of a Transaction Security Agreement

("Transaction Security Agreement") between the Issuer, the Principal Paying Agent,

the Calculation Agent, the Cash Administrator, the Joint Lead Managers, the Data

Trustee, the Swap Counterparty, the Account Bank, the Seller, the Servicer and the

Transaction Security Trustee dated on or about 22 September 2016. The main provisions

of the Transaction Security Agreement are set out in Appendix B to these Terms and

Conditions ("Appendix B") which constitutes an integral part of these Terms and

Conditions. Terms defined in the Transaction Security Agreement shall have the same

meanings herein.

2. STATUS AND PRIORITY

(a) The Notes constitute direct, secured and (subject to Condition 3.2 (Limited Recourse))

unconditional obligations of the Issuer.

(b) The obligations of the Issuer under the Class A Notes rank pari passu amongst

themselves without any preference among themselves in respect of security. Following

an Issuer Event of Default, the obligations of the Issuer under the Class A Notes rank

against all other current and future obligations of the Issuer in accordance with the post

enforcement priority of payments ("Post-Enforcement Priority of Payments") set out

in Clause 23 (Post-Enforcement Priority of Payments) of the Transaction Security

Agreement (see "Appendix B"). The obligations of the Issuer under the Class B Notes

rank pari passu amongst themselves in respect of security. Following an Issuer Event of

Default the obligations of the Issuer under the Class B Notes rank against all other

current and future obligations of the Issuer in accordance with the Post-Enforcement

Priority of Payments. The obligations of the Issuer under the Class C Notes rank pari

passu amongst themselves in respect of security. Following an Issuer Event of Default

the obligations of the Issuer under the Class C Notes rank against all other current and

future obligations of the Issuer in accordance with the Post-Enforcement Priority of

Payments. The obligations of the Issuer under the Class D Notes rank pari passu

amongst themselves in respect of security. Following an Issuer Event of Default the

obligations of the Issuer under the Class D Notes rank against all other current and future

obligations of the Issuer in accordance with the Post-Enforcement Priority of Payments.

The obligations of the Issuer under the Class E Notes rank pari passu amongst

themselves in respect of security. Following an Issuer Event of Default the obligations of

the Issuer under the Class E Notes rank against all other current and future obligations of

the Issuer in accordance with the Post-Enforcement Priority of Payments.

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3. PROVISION OF SECURITY; LIMITED PAYMENT OBLIGATION; ISSUER EVENT

OF DEFAULT

3.1 Security

Pursuant to the Transaction Security Agreement, the Issuer has assigned, transferred or pledged

to the Transaction Security Trustee its rights and claims in all Purchased Receivables and the

Related Collateral transferred by the Seller to it under the Receivables Purchase Agreement, all

of its rights and claims arising under certain Transaction Documents to which the Issuer is a party

and certain other rights specified in the Transaction Security Agreement (such collateral as

defined in Clause 7 (Security Purpose) of the Transaction Security Agreement and together with

any other security interests granted by the Issuer to the Transaction Security Trustee pursuant to

the English Security Deed, "Collateral") as security for the Notes and other obligations specified

in the Transaction Security Agreement. As to the form and contents of such provision of security,

reference is made to Clauses 5 (Transfer for Security Purposes of the Assigned Security) and 6

(Pledge) and the other provisions of the Transaction Security Agreement (see "Appendix B").

3.2 Limited Recourse

(a) Notwithstanding anything to the contrary under the Notes or in any other

Transaction Document to which the Issuer is expressed to be a party, all amounts

payable or expressed to be payable by the Issuer hereunder shall be recoverable

solely out of the Credit (as defined in Clause 23.2 (Post-Enforcement Priority of

Payments) of the Transaction Security Agreement) which shall be generated by,

and limited to (i) payments made to the Issuer by the Servicer under the Servicing

Agreement, (ii) payments made to the Issuer by the Swap Counterparty under the

Swap Agreement, (iii) payments made to the Issuer under the other Transaction

Documents (other than the Funding Loan Agreement and the Transaction Cost

Fee), (iv) proceeds from the realisation of the Collateral and (v) interest earned on

the balance credited to the Transaction Account and, if applicable, the Purchase

Shortfall Account, as available on the relevant Payment Date (as defined in

Condition ‎5.1 (Payment Dates)), in each case in accordance with and subject to the

relevant Priorities of Payments and which shall only be settled if and to the extent

that the Issuer is in a position to settle such claims using future profits (künftige

Gewinne), any remaining liquidation proceeds (Liquidationsüberschuss) or any

current positive balance of the net assets (anderes freies Vermögen) of the Issuer. The Notes shall not give rise to any payment obligation in excess of the Credit and

recourse shall be limited accordingly.

(b) The Issuer shall hold all monies paid to it in the Transaction Account, except the

Commingling Reserve Amount which the Issuer shall hold in the Commingling Reserve

Account, the Set-Off Reserve Amount which the Issuer shall hold in the Set-Off Reserve

Account, the Required Liquidity Reserve Amount which the Issuer shall hold in the

Liquidity Reserve Account, the Purchase Shortfall Amount which the Issuer shall hold in

the Purchase Shortfall Account and any Swap Collateral received by the Issuer which the

Issuer shall hold in the Swap Cash Collateral Account. Furthermore, the Issuer shall

exercise all of its rights under the Transaction Documents with the due care of a prudent

businessman such that obligations under the Notes may be performed to the fullest

extent possible.

(c) The obligations of the Issuer arising hereunder are limited recourse obligations payable

solely from the proceeds of the Collateral or any other future profits (künftige Gewinne),

remaining liquidation proceeds (Liquidationsüberschuss) or other positive balance of

net assets (anderes freies Vermögen) and, following realisation of the Collateral and the

application of the proceeds thereof in accordance with the Post-Enforcement Priority of

Payments set out in Clause ‎23.2 (Post-Enforcement Priority of Payments) of the

Transaction Security Agreement, any claims of any party to this Agreement against the

Purchaser (and the obligations of the Purchaser) shall be extinguished.

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"Extinguished" for these purposes shall mean that such claim shall not lapse, but shall

be subordinated in accordance with Section 39 para 2 of the German Insolvency Code

(Insolvenzordnung) to all current and future claims of the other creditors of the Issuer as

set out in Section 39 para 1 no 1 to 5 of the German Insolvency Code

(Insolvenzordnung). Any such claims shall be settled only after all current and future

claims of the Issuer's other creditors have been settled if and to the extent the Issuer is in

a position to settle such claims using future profits (künftige Gewinne), any remaining

liquidation proceeds (Liquidationsüberschuss) or any positive balance of the net assets

(anderes freies Vermögen) of the Issuer.

(d) The Noteholders shall not (otherwise than as contemplated herein) take steps against the

Issuer, its officers or directors to recover any sum so unpaid and, in particular, the

Noteholders shall not petition or take any other step or action for the winding up,

examinership, liquidation or dissolution of the Issuer, or its officers or directors, nor for

the appointment of a liquidator, examiner, receiver or other person in respect of the

Issuer or its assets.

3.3 Enforcement of Payment Obligations

The enforcement of the payment obligations under the Notes shall only be effected by the

Transaction Security Trustee for the benefit of all Noteholders, provided that each Noteholder

shall be entitled to proceed directly against the Issuer in the event that the Transaction Security

Trustee, after having become obliged to enforce the Collateral and having been given notice

thereof, fails to do so within a reasonable time period and such failure continues. The Transaction

Security Trustee shall foreclose on the Collateral upon the occurrence of an Issuer Event of

Default on the conditions and in accordance with the terms of the Transaction Security

Agreement and the English Security Deed including, in particular, Clauses 19 (Enforcement of

Collateral) and 20 (Payments upon Occurrence of an Issuer Event of Default) of the Transaction

Security Agreement (see "Appendix B").

3.4 Obligations of the Issuer only

The Notes represent obligations of the Issuer only and do not represent an interest in or

obligation of the Transaction Security Trustee, any other party to the Transaction Documents or

any other third party.

3.5 Issuer Event of Default

An "Issuer Event of Default" shall occur when:

(i) the Issuer becomes insolvent or the Issuer is wound up or an order is made or an

effective resolution is passed for the winding-up of the Issuer or the Issuer initiates or

consents or otherwise becomes subject to liquidation, examinership, insolvency,

reorganisation or similar proceedings under any applicable law, which affect or

prejudice the performance of its obligations under the Notes or the other Transaction

Documents, and are not, in the opinion of the Transaction Security Trustee, being

disputed in good faith with a reasonable prospect of discontinuing or discharging the

same, or such proceedings are not instituted for lack of assets;

(ii) the Issuer defaults in the payment of any interest due and payable in respect of the Class

A Notes and such default continues for a period of at least five (5) Business Days;

(iii) the Issuer defaults in the payment of any interest or principal due and payable in respect

of any other Note or in the due payment or performance of any other Transaction

Secured Obligation (as such term is defined in Clause 7 (Security Purpose) of the

Transaction Security Agreement), other than those mentioned under item twenty-third to

twenty-seventh of the Pre-Enforcement Priority of Payments, in each case, to the extent

that the Available Distribution Amount as of the Cut-Off Date immediately preceding

the relevant Payment Date would have been sufficient to pay such amounts, and such

default continues for a period of at least five (5) Business Days;

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(iv) a distress, execution, attachment or other legal process is levied or enforced upon or

sued out against all or any substantial part of the assets of the Issuer and is not

discharged or does not otherwise cease to apply within thirty (30) calendar days of

being levied, enforced or sued out or legal proceedings are commenced for any of the

aforesaid, or the Issuer makes a conveyance or assignment for the benefit of its creditors

generally; or

(v) the Transaction Security Trustee ceases to have a valid and enforceable security interest

in any of the Collateral or any other security interest created under any Transaction

Security Document.

Upon the occurrence of an Issuer Event of Default, the full Class Principal Amount shall become

due and payable in accordance with the Post-Enforcement Priority of Payments.

4. GENERAL COVENANTS OF THE ISSUER

4.1 Restrictions on Activities

As long as any Notes are outstanding, the Issuer shall not be entitled, without the prior consent of

the Transaction Security Trustee (such consent shall not be given unless each Rating Agency has

been notified in writing of such action) or unless required by applicable law, to engage in or

undertake any of the activities or transactions specified in Clause 39 (Actions of the Issuer

requiring Consent) of the Transaction Security Agreement (see "Appendix B").

4.2 Appointment of Transaction Security Trustee

As long as any Notes are outstanding, the Issuer shall ensure that a Transaction Security Trustee

is appointed at all times who has undertaken substantially the same functions and obligations as

the Transaction Security Trustee pursuant to these Terms and Conditions and the Transaction

Security Agreement.

5. PAYMENTS ON THE NOTES

5.1 Payment Dates

Payments of interest and, after the expiration of the Replenishment Period, in accordance with

the provisions herein, principal in respect of the Notes to the Noteholders shall become due and

payable monthly on the thirteenth (13th

) day of each calendar month or if such day is not a

Business Day, on the next succeeding day which is a Business Day unless such date would

thereby fall into the next calendar month, in which case the payment will be made on the

immediately preceding Business Day, commencing on 13 October 2016 (each such day, a

"Payment Date"). "Business Day" shall mean a day on which all relevant parts of the Trans-

European Automated Real-Time Gross Settlement Express Transfer System (Target 2) which

was launched on 17 November 2007 ("TARGET") are operational and on which commercial

banks and foreign exchange markets are open or required to be open for business in London

(United Kingdom), Frankfurt am Main (Germany), Düsseldorf (Germany) and Luxembourg.

5.2 Note Principal Amount

Payments of interest and, after the expiration of the Replenishment Period, payments of principal

and interest on each Note as of any Payment Date shall be made on the Note Principal Amount of

such Note. "Note Principal Amount" of any Note as of any date shall equal the initial note

principal amount of EUR 100,000 as reduced by all amounts paid prior to such date on such Note

in respect of principal. "Class A Principal Amount" shall mean, as of any date, the sum of the

Note Principal Amounts of all Class A Notes, "Class B Principal Amount" shall mean, as of

any date, the sum of the Note Principal Amounts of all Class B Notes, "Class C Principal

Amount" shall mean, as of any date, the sum of the Note Principal Amounts of all Class C

Notes, "Class D Principal Amount" shall mean, as of any date, the sum of the Note Principal

Amounts of all Class D Notes and "Class E Principal Amount" shall mean, as of any date, the

sum of the Note Principal Amounts of all Class E Notes. Each of the Class A Principal Amount,

the Class B Principal Amount, the Class C Principal Amount, the Class D Principal Amount and

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the Class E Principal Amount is referred to herein as a "Class Principal Amount". The records

of the ICSDs (which expression means the records that each ICSD holds for its customers which

reflect the amount of such customer's interest in the Notes) shall be conclusive evidence of the

aggregate principal amount of Notes represented by each Global Note and, for these purposes, a

statement issued by an ICSD stating the amount of Notes so represented at any time shall be

conclusive evidence of the records of the relevant ICSD at that time.

On any redemption or payment of interest being made in respect of, or purchase and cancellation

of, any of the Notes represented by a relevant Global Note the Issuer shall procure that details of

any redemption, payment or purchase and cancellation (as the case may be) in respect of each

Global Note shall be entered pro rata in the records of the ICSDs and, upon any such entry being

made, the aggregate principal amount of the Notes recorded in the records of the ICSDs and

represented by each Global Note shall be reduced by the aggregate principal amount of the Notes

so redeemed or purchased and cancelled.

On an exchange of a portion only of the Notes represented by a Temporary Global Note, the

Issuer shall procure that details of such exchange shall be entered pro rata in the records of the

ICSDs.

5.3 Payments and Discharge

(a) Payments of interest and, after the expiration of the Replenishment Period, payments of

principal and interest in respect of the Notes shall be made by the Issuer, through the

Principal Paying Agent and the Cash Administrator, on each Payment Date to, or to the

order of, the ICSDs, as relevant, for credit to the relevant participants in the ICSDs for

subsequent transfer to the Noteholders. The Cash Administrator will trigger from the

Transaction Account on behalf of the Issuer all payments of interest and principal on the

Notes upon receipt of the respective notifications as provided for under Condition 8

(Notifications).

(b) Payments in respect of interest on any Notes represented by the Temporary Global Note

shall be made to, or to the order of, the ICSDs, as relevant, for credit to the relevant

participants in the ICSDs for subsequent transfer to the relevant Noteholders upon due

certification as provided in Condition 1(c) (Form and Denomination).

(c) All payments made by the Issuer to, or to the order of, the ICSDs, as relevant, shall

discharge the liability of the Issuer under the relevant Notes to the extent of the sums so

paid. Any failure to make the entries in the records of the ICSDs referred to in

Condition 5.2 (Note Principal Amount) shall not affect the discharge referred to in the

preceding sentence.

6. PAYMENTS OF INTEREST

6.1 Interest Calculation

(a) Subject to the limitations set forth in Condition 3.2 (Limited Recourse) and, in particular,

subject to the Pre-Enforcement Priority of Payments and, upon the occurrence of an

Issuer Event of Default, the Post-Enforcement Priority of Payments, each Note shall bear

interest on its Note Principal Amount from the Note Issuance Date until the close of the

day preceding the day on which such Note has been redeemed in full (both days

inclusive).

(b) The amount of interest payable by the Issuer in respect of each Note on any Payment

Date ("Interest Amount") shall be calculated by the Calculation Agent by applying the

relevant Interest Rate (Condition 6.3 (Interest Rate)), for the relevant Interest Period

(Condition 6.2 (Interest Period)), to the relevant Note Principal Amount outstanding

immediately prior to the relevant Payment Date and multiplying the result by the actual

number of days in the relevant Interest Period divided by 360 and rounding the result to

the nearest EUR 0.01 (with EUR 0.005 being rounded upwards). "Class A Notes

Interest" shall mean the aggregate Interest Amount payable (including any Interest

Shortfall) in respect of all Class A Notes on any date, "Class B Notes Interest" shall

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mean the aggregate Interest Amount payable (including any Interest Shortfall) in respect

of all Class B Notes on any date, "Class C Notes Interest" shall mean the aggregate

Interest Amount payable (including any Interest Shortfall) in respect of all Class C Notes

on any date, "Class D Notes Interest" shall mean the aggregate Interest Amount payable

(including any Interest Shortfall) in respect of all Class D Notes on any date and "Class

E Notes Interest" shall mean the aggregate Interest Amount payable (including any

Interest Shortfall) in respect of all Class E Notes on any date.

6.2 Interest Period

"Interest Period" shall mean, with respect to the Notes, as applicable, the period commencing on

(and including) any Payment Date and ending on (but excluding) the immediately following

Payment Date, and the first Interest Period under the Notes shall commence on (and include) the

Note Issuance Date and shall end on (but exclude) the first Payment Date.

6.3 Interest Rate

The interest rate payable on the Notes for each Interest Period (each, an "Interest Rate") for the

Class A Notes shall be 0.15% per annum ("Class A Note Interest Rate"), the Interest Rate for

the Class B Notes shall be 0.65% per annum ("Class B Note Interest Rate"), the Interest Rate

for the Class C Notes shall be 1.00% per annum ("Class C Note Interest Rate"), the Interest

Rate for the Class D Notes shall be EURIBOR + 5.00% per annum ("Class D Note Interest

Rate") and the Interest Rate for the Class E Notes shall be EURIBOR + 9.45% per annum

("Class E Note Interest Rate").

"EURIBOR" for each Interest Period shall mean the rate for deposits in euro for a period of one

(1) month (with respect to the first Interest Period, the linear interpolation between two (2) weeks

and one (1) month) which appears on Reuters screen page EURIBOR01 (or such other page as

may replace such page on that service for the purpose of displaying Brussels inter-bank offered

rate quotations of major banks) as of 11:00 a.m. (Brussels time) on the second (2nd

) Business Day

immediately preceding the commencement of such Interest Period (each, an "Interest

Determination Date"), all as determined by the Calculation Agent. If Reuters screen page

EURIBOR01 is not available or if no such quotation appears thereon, in each case as at such

time, the Calculation Agent shall request the principal Euro-zone office of the Reference Banks

selected by it to provide the Calculation Agent with its offered quotation (expressed as a

percentage rate per annum) for one-month deposits (with respect to the first Interest Period, the

linear interpolation between two (2) weeks and one (1) month) in euro at approximately 11:00

a.m. (Brussels time) on the relevant EURIBOR Determination Date to prime banks in the Euro-

zone inter-bank market for the relevant Interest Period and in an amount that is representative for

a single transaction in that market at that time. If two (2) or more of the selected Reference Banks

provide the Calculation Agent with such offered quotations, EURIBOR for such Interest Period

shall be the arithmetic mean of such offered quotations (rounded if necessary to the nearest one

thousandth of a percentage point, with 0.000005 being rounded upwards). If on the relevant

EURIBOR Determination Date fewer than two (2) of the selected Reference Banks provide the

Calculation Agent with such offered quotations, EURIBOR for such Interest Period shall be the

rate per annum which the Calculation Agent determines as being the arithmetic mean (rounded if

necessary to the nearest one thousandth of a percentage point, with 0.000005 being rounded

upwards) of the rates communicated to (and at the request of) the Calculation Agent by major

banks in the Euro-zone, selected by the Calculation Agent, at approximately 11:00 a.m. (Brussels

time) on such EURIBOR Determination Date for loans in euro to leading European banks for

such Interest Period and in an amount that is representative for a single transaction in that market

at that time. "Reference Banks" shall mean four major banks in the Euro-zone inter-bank

market. "Euro-zone" shall mean the region comprising member states of the European Union

that have adopted the single currency, the euro, in accordance with the EC Treaty. "EC Treaty"

shall mean the Treaty establishing the European Community signed in Rome on 25 March 1957,

as amended from time to time, including by the Treaty on European Union signed in Maastricht

on 7 February 1992, the Treaty of Amsterdam signed in Amsterdam on 2 October 1997 and the

Lisbon Treaty signed in Lisbon on 13 December 2007.

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In the event that the Calculation Agent is on any EURIBOR Determination Date required but

unable to determine EURIBOR for the relevant Interest Period in accordance with the above,

EURIBOR for such Interest Period shall be EURIBOR as determined on the previous EURIBOR

Determination Date.

This Condition 6.3 shall be without prejudice to the application of any higher interest under

applicable mandatory law.

6.4 Interest Shortfall

Accrued interest not paid on any Payment Date related to the Interest Period in which it accrued,

will be an "Interest Shortfall" with respect to the relevant Note. An Interest Shortfall shall

become due and payable on the relevant next Payment Date immediately following such Interest

Shortfall and thereafter on any following Payment Date (subject to Condition 3.2 (Limited

Recourse)) until it is reduced to zero. Interest shall not accrue on Interest Shortfalls at any time.

6.5 Notifications

The Calculation Agent shall, as soon as practicable either by 11:00 a.m. (Frankfurt time) on the

Interest Determination Date or on the Business Day immediately following each Interest

Determination Date but no later than 12:00 a.m. (Frankfurt time) on such Business Day,

determine the relevant Interest Period, Interest Amount and Payment Date with respect to each

Class of Notes and notify such information to each of the Principal Paying Agent, the Issuer, the

Cash Administrator, the Corporate Administrator and the Transaction Security Trustee in writing

without undue delay. Upon receipt of such information and if applicable, relevant completed

forms, by no later than 3:00 p.m. (Luxembourg time) on the day of intended notification, the

Principal Paying Agent shall notify such information (i) as long as any Notes are listed on the

official list of the Luxembourg Stock Exchange and admitted to trading on the regulated market

of the Luxembourg Stock Exchange, to the Luxembourg Stock Exchange and the Local Agent as

well as to the holders of such Notes in accordance with Condition 13 (Form of Notices) and (ii) if

any Notes are listed on any other stock exchange, to such exchange as well as to the holders of

such Notes in accordance with Condition 13 (Form of Notices). In the event that such notification

is required to be given to the Luxembourg Stock Exchange and the Local Agent, this notification,

together with any completed forms required by the Luxembourg Stock Exchange, shall be given

no later than the close of the day of intended notification.

7. REPLENISHMENT AND REDEMPTION

7.1 Replenishment

No payments of principal in respect of the Notes shall become due and payable to the

Noteholders during the Replenishment Period. On each Payment Date during the Replenishment

Period, the Seller may, without the consent of the Issuer or the Transaction Security Trustee, sell

and assign to the Issuer Additional Receivables in accordance with the provisions of the

Receivables Purchase Agreement for an aggregate purchase price not exceeding the

Replenishment Available Amount, provided that the following conditions are satisfied as of

such Payment Date: (a) in respect of each Additional Receivable the Eligibility Criteria (as set

out in Appendix C) are met and (b) each Additional Receivable and the Related Collateral are

assigned and transferred in accordance with the provisions of the Receivables Purchase

Agreement and the Data Trust Agreement. The Issuer shall be obligated to purchase and acquire

Receivables for purposes of a Replenishment only to the extent that the obligation to pay the

purchase price for the Receivables offered to the Issuer by the Seller for purchase on any

Purchase Date can be satisfied by the Issuer by applying the Available Distribution Amount as of

the Cut-Off Date immediately preceding the relevant Purchase Date in accordance with the Pre-

Enforcement Priority of Payments.

7.2 Amortisation

Subject to the limitations set forth in Condition 3.2 (Limited Recourse) and, in particular, subject

to the Post-Enforcement Priority of Payments upon the occurrence of an Issuer Event of Default,

the Class A Notes and, after the Class A Notes have been redeemed in full, the Class B Notes,

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and, after the Class B Notes have been redeemed in full, the Class C Notes and, after the Class C

Notes have been redeemed in full, the Class D Notes and, after the Class D Notes have been

redeemed in full, the Class E Notes, in this order sequentially, shall be redeemed on each

Payment Date falling on a date after the expiration of the Replenishment Period in an amount

equal to the Available Distribution Amount less the sum of all amounts payable or to be applied

(as the case may be) by the Issuer as set forth in the Pre-Enforcement Priority of Payments under

items first to thirteenth (inclusive) and items fifteenth, seventeenth, nineteenth and twenty-first (if

relevant) and subject to the relevant Class Target Principal Amount, provided that each Note of

a particular Class shall be redeemed on each Payment Date in an amount equal to the redemption

amount allocated to such Class divided by the number of Notes in such Class. "Class A Notes

Principal" shall mean the aggregate principal amount payable in respect of all Class A Notes on

any date, "Class B Notes Principal" shall mean the aggregate principal amount payable in

respect of all Class B Notes on any date, "Class C Notes Principal" shall mean the aggregate

principal amount payable in respect of all Class C Notes on any date, "Class D Notes Principal"

shall mean the aggregate principal amount payable in respect of all Class D Notes on any date

and "Class E Notes Principal" shall mean the aggregate principal amount payable in respect of

all Class E Notes on any date.

7.3 Scheduled Maturity Date

On the Payment Date falling in September 2026 ("Scheduled Maturity Date"), each Class A

Note shall, unless previously redeemed or purchased and cancelled, be redeemed in full at the

then outstanding Note Principal Amount and, after all Class A Notes have been redeemed in full,

each Class B Note shall, unless previously redeemed or purchased and cancelled, be redeemed in

full at the then outstanding Note Principal Amount and, after all Class B Notes have been

redeemed in full, each Class C Note shall, unless previously redeemed or purchased and

cancelled, be redeemed in full at the then outstanding Note Principal Amount and, after all Class

C Notes have been redeemed in full, each Class D Note shall, unless previously redeemed or

purchased and cancelled, be redeemed in full at the then outstanding Note Principal Amount and,

after all Class D Notes have been redeemed in full, each Class E Note shall, unless previously

redeemed or purchased and cancelled, be redeemed in full at the then outstanding Note Principal

Amount and in each case subject to the availability of funds pursuant to the Pre-Enforcement

Priority of Payments. In the event of insufficient funds pursuant to the Pre-Enforcement Priority

of Payments, any outstanding Note shall be redeemed on the next Payment Date and on any

following Payment Date in accordance with and subject to the limitations set forth in

Condition 3.2 (Limited Recourse) until each Note has been redeemed in full, subject to the

Condition 7.4 (Legal Maturity Date).

7.4 Legal Maturity Date

On the Payment Date falling in September 2029 ("Legal Maturity Date"), each Class A Note

shall, unless previously redeemed or purchased and cancelled, be redeemed in full at the then

outstanding Note Principal Amount and, after all the Class A Notes have been redeemed in full,

each Class B Note shall, unless previously redeemed or purchased and cancelled, be redeemed in

full at the then outstanding Note Principal Amount and, after all Class B Notes have been

redeemed in full, each Class C Note shall, unless previously redeemed or purchased and

cancelled, be redeemed in full at the then outstanding Note Principal Amount and, after all Class

C Notes have been redeemed in full, each Class D Note shall, unless previously redeemed or

purchased and cancelled, be redeemed in full at the then outstanding Note Principal Amount and,

after all Class D Notes have been redeemed in full, each Class E Note shall, unless previously

redeemed or purchased and cancelled, be redeemed in full at the then outstanding Note Principal

Amount, in each case subject to the limitations set forth in Condition 3.2 (Limited Recourse). The

Issuer will be under no obligation to make any payment under the Notes after the Legal Maturity

Date.

7.5 Early Redemption

(a) On any Payment Date on or following which the Aggregate Outstanding Principal

Amount has been reduced to 10% of the initial Aggregate Outstanding Principal Amount

as of the first Cut-Off Date, the Seller will have the option under the Receivables

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Purchase Agreement to repurchase all Purchased Receivables (together with any Related

Collateral) which have not been sold to a third party (the "Clean-up Call") and the

proceeds from such repurchase shall constitute Collections and as a result the Notes will

be subject to early redemption in whole, but not in part, prior to their Scheduled Maturity

Date subject to the following requirements:

(i) the proceeds distributable as a result of such repurchase on the Early

Redemption Date, shall constitute the "Final Redemption Amount" and shall

be applied towards redemption of the Aggregate Outstanding Note Principal

Amount of the Notes plus accrued interest thereon and all amounts ranking prior

thereto in accordance with the Pre-Enforcement Priority of Payments;

(ii) the Seller shall advise the Issuer of its intention to exercise the repurchase

option at least one (1) month prior to the contemplated termination date which

shall be a Payment Date ("Early Redemption Date"); and

(iii) the repurchase price to be paid by the Seller is equal to the then current value

(which in the event of Delinquent Receivables or Defaulted Receivables shall be

determined in accordance with Condition 7.5 (b) below) of all Purchased

Receivables outstanding plus any interest accrued until and outstanding on the

Early Redemption Date (which, for the avoidance of doubt, may be zero).

(b) In order to determine the repurchase price of any Purchased Receivables that are

Delinquent Receivables or Defaulted Receivables in respect of which the workout will

not be completed as at the Early Redemption Date, the Issuer shall appoint an

Independent Appraiser in accordance with the provisions of the Transaction Security

Agreement. Any determination of the repurchase price by such Independent Appraiser

shall be final and binding on the Noteholders and the other Beneficiaries as provided for

in the Transaction Security Agreement.

(c) Upon payment in full of the Final Redemption Amount pursuant to Condition 7.5(a)(i) to

the respective Noteholders, the Noteholders shall not receive any further payments of

interest or principal and the provisions of Condition 3.2 (Limited Recourse) shall apply.

7.6 Optional Redemption for Taxation Reasons or upon occurrence of a Regulatory Change

Event

(a) If the Issuer is or becomes at any time required by law to deduct or withhold in respect

of any payment under the Notes current or future taxes, levies or governmental charges,

regardless of their nature, which are imposed under any applicable system of law or in

any country which claims fiscal jurisdiction by, or for the account of, any political

subdivision thereof or government agency therein authorised to levy taxes, the Issuer

shall determine within twenty (20) calendar days of such circumstance occurring

whether it would be practicable to arrange for the substitution of the Issuer in accordance

with Condition 11 (Substitution of the Issuer) or to change its tax residence to another

jurisdiction approved by the Transaction Security Trustee. The Transaction Security

Trustee shall not give such approval unless each of the Rating Agencies has been

notified in writing of such substitution or change of the tax residence of the Issuer. If the

Issuer determines that any of such measures would be practicable, it shall effect such

substitution in accordance with Condition 11 (Substitution of the Issuer) or (as relevant)

such change of tax residence within sixty (60) calendar days from such determination. If,

however, it determines within twenty (20) calendar days of such circumstance occurring

that none of such measures would be practicable or if, having determined that any of

such measures would be practicable, it is unable so to avoid such deduction or

withholding within such further period of sixty (60) calendar days, then the Issuer shall

be entitled at its option (but shall have no obligation) to fully redeem all (but not some

only) of the Notes, upon not more than sixty (60) calendar days nor less than thirty (30)

calendar days' notice of redemption given to the Transaction Security Trustee, to the

Principal Paying Agent and, in accordance with Condition 13 (Form of Notices), to the

Noteholders at their then outstanding Note Principal Amounts, together with accrued

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interest (if any) to the date (which must be a Payment Date) fixed for redemption. Any

such notice shall be irrevocable, must specify the date fixed for redemption and must set

forth a statement in summary form of the facts constituting the basis for the right of the

Issuer so to redeem.

(b) The Notes will be subject to optional redemption in whole but not in part following the

occurrence of a Regulatory Change Event.

"Regulatory Change Event" means (a) any enactment or establishment of, or

supplement or amendment to, or change in any law, regulation, rule, policy or guideline

of any relevant competent international, European or national body (including the ECB

or the German Federal Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht) or any other relevant competent international, European

or national regulatory or supervisory authority) or the application or official

interpretation of, or view expressed by any such competent body with respect to, any

such law, regulation, rule, policy or guideline which becomes effective on or after the

Note Issuance Date or (b) a notification by or other communication from the applicable

regulatory or supervisory authority is received by the Seller with respect to the

transactions contemplated by the Transaction Documents on or after the Note Issuance

Date which, in each case, in the reasonable opinion of the Seller, has the effect of

materially adversely affecting the rate of return on capital of the Issuer and/or the Seller

or materially increasing the cost or materially reducing the benefit to the Seller of the

transactions contemplated by the Transaction Documents.

For the further avoidance of doubt, the declaration of a Regulatory Change Event will

not be excluded by the fact that, prior to the Note Issuance Date: (a) the event

constituting any such Regulatory Change Event was: (i) announced or contained in any

proposal (whether in draft or final form) for a change in the laws, regulations, applicable

regulatory rules, policies or guidelines (including any accord, standard, or

recommendation of the Basel Committee on Banking Supervision), as officially

interpreted, implemented or applied by the Federal Republic of Germany or the

European Union; or (ii) incorporated in any law or regulation approved and/or published

but the effectiveness or application of which is deferred, in whole or in part, beyond the

Note Issuance Date or (iii) expressed in any statement by any official of the competent

authority in expert meetings or other discussions in connection with such Regulatory

Change Event or (b) the competent authority has issued any notification, taken any

decision or expressed any view with respect to any individual transaction, other than this

transaction. Accordingly, such proposals, statements, notifications or views will not be

taken into account when assessing the rate of return on capital of the Issuer and/or the

Seller or an increase the cost or reduction of benefits to the Seller of the transactions

contemplated by the Transaction Documents immediately after the Note Issuance Date.

In the event that Regulatory Change Event has occurred, the Issuer shall be entitled at its

option (but shall have no obligation) to fully redeem all (but not some only) of the Notes,

upon not more than sixty (60) calendar days nor less than thirty (30) calendar days'

notice of redemption given to the Transaction Security Trustee, to the Principal Paying

Agent and, in accordance with Condition 13 (Form of Notices), to the Noteholders at

their then outstanding Note Principal Amounts, together with accrued interest (if any) to

the date (which must be a Payment Date) fixed for redemption. Any such notice shall be

irrevocable, must specify the date fixed for redemption and must set forth a statement in

summary form of the facts constituting the basis for the right of the Issuer so to redeem.

7.7 Pre-Enforcement Priority of Payments

On each Payment Date, prior to the occurrence of an Issuer Event of Default, the Available

Distribution Amount as calculated of the Cut-Off Date immediately preceding such Payment

Date shall be applied in accordance with the following order of priorities ("Pre-Enforcement

Priority of Payments"):

first, to pay any obligation of the Issuer with respect to tax under any applicable law (if any);

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second, to pay any fees, costs, taxes (excluding, for the avoidance of doubt, any income taxes or

other general taxes due and payable in the ordinary course of business), expenses and other

amounts due and payable to the Transaction Security Trustee under the Transaction Documents;

third, to pay pari passu with each other on a pro rata basis any fees, costs, taxes (excluding, for

the avoidance of doubt, any income taxes or other general taxes due in the ordinary course of

business), expenses and other amounts due to the Corporate Administrator under the Corporate

Administration Agreement, the Data Trustee under the Data Trust Agreement, and the Account

Bank under the Accounts Agreement, the Principal Paying Agent, the Calculation Agent and the

Cash Administrator under the Agency Agreement, the Joint Lead Managers under the

Subscription Agreement (excluding any commissions and concessions which are payable to the

Joint Lead Managers under the Subscription Agreement on the Note Issuance Date and which are

to be paid by the Issuer by applying the funds disbursed to it under the Funding Loan), the

relevant stock exchange on which the Notes may be listed, any listing agent, any intermediary

between the Issuer, the Noteholders and the relevant stock exchange, the Common Safekeeper or

any other relevant party with respect to the issue of the Notes, any amounts due and payable by

the Issuer in connection with the establishment of the Issuer, and any other amounts due and

payable or which are expected to fall due and payable by the Issuer in connection with the

liquidation or dissolution (if applicable) of the Issuer or any other fees, costs and expenses, and a

reserved profit of the Issuer of up to EUR 500 annually and any fees, costs, taxes (excluding, for


business), expenses and other amounts due to the directors of the Issuer (properly incurred with

respect to their duties), legal advisers or auditors of the Issuer, the Rating Agencies (including

any ongoing monitoring fees);

fourth, to pay pari passu with each other on a pro rata basis any fees, costs, taxes (excluding, for


business), expenses and other amounts due to the Servicer under the Servicing Agreement or

otherwise, and any such amounts due to any substitute servicer (including any expenses, costs

and fees incurred in the course of replacement) for the Purchased Receivables and any Related

Collateral which may be appointed from time to time in accordance with the Receivables

Purchase Agreement or the Servicing Agreement and any such costs and expenses incurred by

the Issuer itself in the event that the Issuer collects and/or services the Purchased Receivables or

any Related Collateral;

fifth, to pay any amount due and payable to the Swap Counterparty under the Swap Agreement,

other than any termination payment (as determined pursuant to the Swap Agreement) due and

payable to the Swap Counterparty if an event of default has occurred under the Swap Agreement

with respect to the Swap Counterparty or a failure by the Swap Counterparty to comply with the

Rating Agencies' swap criteria;

sixth, to pay Class A Notes Interest due and payable on such Payment Date pro rata on each

Class A Note;

seventh, to in or towards payment of any amounts to the Liquidity Reserve Account up to the

Required Liquidity Reserve Amount;

eighth, if no Principal Deficiency Trigger Event has occurred, to pay Class B Notes Interest due

and payable on such Payment Date pro rata on each Class B Note;

ninth, if no Principal Deficiency Trigger Event has occurred, to pay Class C Notes Interest due

and payable on such Payment Date pro rata on each Class C Note;

tenth, if no Principal Deficiency Trigger Event has occurred, to pay Class D Notes Interest due

and payable on such Payment Date pro rata on each Class D Note;

eleventh, if no Principal Deficiency Trigger Event has occurred, to pay Class E Notes Interest

due and payable on such Payment Date pro rata on each Class E Note;

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twelfth, during the Replenishment Period, to pay the purchase price payable in accordance with

the Receivables Purchase Agreement for any Additional Receivables purchased on such Payment

Date, but only up to the Replenishment Available Amount;

thirteenth, during the Replenishment Period, to credit the Purchase Shortfall Account with the

Purchase Shortfall Amount occurring on such Payment Date;

fourteenth, after the expiration of the Replenishment Period, to pay any Class A Notes Principal

as of such Cut-Off Date, pro rata on each Class A Note, but only until the Class A Principal

Amount following such payment is equal to the Class A Target Principal Amount;

fifteenth, upon the occurrence of a Principal Deficiency Trigger Event, to pay Class B Notes

Interest due and payable on such Payment Date pro rata on each Class B Note;

sixteenth, after the expiration of the Replenishment Period and after the Class A Notes have been

redeemed in full, to pay any Class B Notes Principal as of such Cut-Off Date, pro rata on each

Class B Note, but only until the Class B Principal Amount following such payment is equal to the

Class B Target Principal Amount;

seventeenth, upon the occurrence of a Principal Deficiency Trigger Event, to pay Class C Notes

Interest due and payable on such Payment Date pro rata on each Class C Note;

eighteenth, after the expiration of the Replenishment Period and after the Class B Notes have

been redeemed in full, to pay any Class C Notes Principal as of such Cut-Off Date, pro rata on

each Class C Note, but only until the Class C Principal Amount following such payment is equal

to the Class C Target Principal Amount;

nineteenth, upon the occurrence of a Principal Deficiency Trigger Event, to pay Class D Notes

Interest due and payable on such Payment Date pro rata on each Class D Note;

twentieth, after the expiration of the Replenishment Period and after the Class C Notes have been

redeemed in full, to pay any Class D Notes Principal as of such Cut-Off Date, pro rata on each

Class D Note, but only until the Class D Principal Amount following such payment is equal to

the Class D Target Principal Amount;

twenty-first, upon the occurrence of a Principal Deficiency Trigger Event, to pay Class E Notes

Interest due and payable on such Payment Date pro rata on each Class E Note;

twenty-second, after the expiration of the Replenishment Period and after the Class D Notes have

been redeemed in full, to pay any Class E Notes Principal as of such Cut-Off Date, pro rata on

each Class E Note, but only until the Class E Principal Amount following such payment is equal

to the Class E Target Principal Amount;

twenty-third, unless the Payment Date falls on a Servicer Disruption Date, after a Commingling

Reserve Trigger Event has occurred, to credit the Commingling Reserve Account with effect as

from such Payment Date up to the amount of the Commingling Reserve Amount as of such Cut-

Off Date;

twenty-fourth, unless the Payment Date falls on a Servicer Disruption Date, after a Set-Off

Reserve Trigger Event has occurred, to credit the Set-Off Reserve Account with effect as from

such Payment Date up to the amount of the Set-Off Reserve Amount as of the Cut-Off Date;

twenty-fifth, to pay any termination payment (as determined pursuant to the Swap Agreement)

due and payable to the Swap Counterparty under the Swap Agreement if an event of default has

occurred under the Swap Agreement with respect to the Swap Counterparty or a failure by the

Swap Counterparty to comply with the Rating Agencies' swap criteria;

twenty-sixth, unless the Payment Date falls on a Servicer Disruption Date, to pay any amounts

owed by the Issuer to the Seller under this Receivables Purchase Agreement in respect of (i) any

valid return of a direct debit (Lastschriftrückbelastung) (to the extent such returns do not reduce

the Collections for the Collection Period ending on such Cut-Off Date), (ii) any tax credit, relief,

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remission or repayment received by the Issuer on account of any tax or additional amount paid by

the Seller or (iii) any Deemed Collection paid by the Seller for a Disputed Receivable which

proves subsequently with res judicata (rechtskräftig festgestellt) to be an enforceable Purchased

Receivable, or otherwise (including, for the avoidance of doubt, any claims of the Seller against

the Issuer for breach of obligation) under the Receivables Purchase Agreement or other

Transaction Documents; and

twenty-seventh, unless the Payment Date falls on a Servicer Disruption Date, to pay, prior to the

occurrence of a Termination Event, any remaining amount to the Seller in accordance with the

Receivables Purchase Agreement,

provided that any payment to be made by the Issuer under items first to fourth (inclusive) with

respect to taxes shall be made on the Business Day on which such payment is then due and

payable using any amounts then credited to the Transaction Account and, if applicable, the

Liquidity Reserve Account, the Commingling Reserve Account, the Set-Off Reserve Account

and the Purchase Shortfall Account.

7.8 Post-Enforcement Priority of Payments

Upon the occurrence of an Issuer Event of Default, on any Payment Date any Credit (as defined

in Clause 23 (Post-Enforcement Priority of Payments) of the Transaction Security Agreement)

shall be applied in the order towards fulfilling the payment obligations of the Issuer, in each case

to the extent payments of a higher priority have been made in full as set out in Clause 23 (Post-

Enforcement Priority of Payments) of the Transaction Security Agreement.

8. NOTIFICATIONS

The Principal Paying Agent shall notify the Issuer, the Corporate Administrator, the Transaction

Security Trustee and, on behalf of the Issuer, by means of notification in accordance with

Condition 13 (Form of Notices), the Noteholders, and so long as any of the Notes are admitted to

trading on the regulated market on, and listed on the official list of, the Luxembourg Stock

Exchange.

(a) with respect to each Payment Date, of the Interest Amount pursuant to Condition 6.1

(Interest Calculation);

(b) with respect to each Payment Date, of the amount of Interest Shortfall pursuant to

Condition 6.4 (Interest Shortfall), if any;

(c) with respect to each Payment Date falling on a date after the expiration of the

Replenishment Period, of the Note Principal Amount of each Class of Notes and the

Class A Notes Principal, the Class B Notes Principal, the Class C Notes Principal, the

Class D Notes Principal and the Class E Notes Principal pursuant to Condition 7

(Replenishment and Redemption) to be paid on such Payment Date; and

(d) in the event the payments to be made on a Payment Date constitute the final payment

with respect to Notes pursuant to Condition 7.4 (Legal Maturity Date), Condition 7.5

(Early Redemption) or Condition 7.6 (Optional Redemption for Taxation Reasons or

upon occurrence of a Regulatory Change Event), of the fact that such is the final

payment; and

(e) of the occurrence of a Servicer Disruption Date as notified by the Calculation Agent.

In each case, such notification shall be made by the Principal Paying Agent on the Determination

Date preceding the relevant Payment Date.

9. AGENTS; DETERMINATIONS BINDING

(a) The Issuer has appointed The Bank of New York Mellon, London Branch as paying

agent (in such capacity, "Principal Paying Agent") and Wilmington Trust SP Services

(Frankfurt) GmbH) as calculation agent (in such capacity, "Calculation Agent") and as

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Cash Administrator (in such capacity, "Cash Administrator"), each of the Principal

Paying Agent, the Calculation Agent and the Cash Administrator an "Agent".

(b) The Issuer shall procure that for as long as any Notes are outstanding there shall always

be a Principal Paying Agent, a Calculation Agent and a Cash Administrator to perform

the functions assigned to it in these Terms and Conditions. The Issuer may at any time,

by giving not less than thirty (30) calendar days' notice by publication in accordance

with Condition 13 (Form of Notices), replace any of the Agents by one or more other

banks or other financial institutions which assume such functions, provided that (i) the

Issuer shall maintain at all times a paying agent having a specified office in the European

Union for as long as any Notes are listed on the official list of the Luxembourg Stock

Exchange and (ii) no paying agent local in the United States of America will be

appointed. Each of the Agents shall act solely as agent for the Issuer and shall not have

any agency or trustee relationship with the Noteholders.

(c) All Interest Amounts determined and other calculations and determinations made by the

Calculation Agent for the purposes of these Terms and Conditions shall, in the absence

of manifest error, be final and binding.

10. TAXES

Payments shall only be made by the Issuer after the deduction and withholding of current or

future taxes, levies or governmental charges, regardless of their nature, which are imposed,

levied or collected (collectively, "Taxes") under any applicable system of law or in any country

which claims fiscal jurisdiction by, or for the account of, any political subdivision thereof or

government agency therein authorised to levy taxes, to the extent that such deduction or

withholding is required by law or pursuant to FATCA. The Issuer shall account for the deducted

or withheld taxes with the competent government agencies and shall, upon request of a

Noteholder, provide proof thereof. The Issuer is not obliged to pay any additional amounts as

compensation for taxes.

11. SUBSTITUTION OF THE ISSUER

(a) If, in the determination of the Issuer and the reasonable opinion of the Transaction

Security Trustee (who may rely on one or more legal opinions from reputable law firms),

as a result of any enactment of or supplement or amendment to, or change in, the laws of

any relevant jurisdiction or as a result of an official communication of previously not

existing or not publicly available official interpretation, or a change in the official

interpretation, implementation or application of such laws that becomes effective on or

after the Note Issuance Date:

(i) any of the Issuer, the Seller or the Servicer would, for reasons beyond its control,

and after taking reasonable measures (such measures not involving any material

additional payment or other expenses), be materially restricted from performing

any of its obligations under the Notes or the other Transaction Documents to

which it is a party; or

(ii) any of the Issuer, the Seller or the Servicer would, for reasons beyond its control,

and after taking reasonable measures (such measures not involving any material

additional payment or other expenses), (x) be required to make any tax

withholding or deduction in respect of any payments on the Notes and/or the

other Transaction Documents to which it is a party or (y) would not be entitled

to relief for tax purposes for any amount which it is obliged to pay, or would be

treated as receiving for tax purposes an amount which it is not entitled to receive,

in each case under the Notes or the other Transaction Documents; then the

Issuer shall inform the Transaction Security Trustee accordingly and shall, in

order to avoid the relevant event described in paragraph (i) or (ii) above, use its

reasonable endeavours to arrange the substitution of the Issuer with a company

incorporated in another jurisdiction in accordance with Condition 11 (b) below

or to effect any other measure suitable to avoid the relevant event described in

paragraph (i) above or this (ii).

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(b) The Issuer is entitled to substitute in its place another company ("New Issuer") as debtor

for all obligations arising under and in connection with the Notes only subject to the

provisions of Condition 11 (a) and the following conditions:

(i) the New Issuer assumes all rights and duties of the Issuer under or pursuant to

the Notes and the Transaction Documents by means of an agreement with the

Issuer and or the other parties to the Transaction Documents, and that the

Collateral created in accordance with Condition 3.1 (Security) is held by the

Transaction Security Trustee for the purpose of securing the obligations of the

New Issuer upon the Issuer's substitution;

(ii) no additional expenses or legal disadvantages of any kind arise for the

Noteholders from such assumption of debt and the Issuer has obtained a tax

opinion to this effect from a reputable tax lawyer in the relevant jurisdiction

which can be examined at the offices of the Principal Paying Agent;

(iii) the New Issuer provides proof satisfactory to the Transaction Security Trustee

that it has obtained all of the necessary governmental approvals in the

jurisdiction in which it has its registered address and that it is permitted to fulfil

all of the obligations arising under or in connection with the Notes without

discrimination against the Noteholders in their entirety;

(iv) the Issuer and the New Issuer enter into such agreements and execute such

documents necessary for the effectiveness of the substitution; and

(v) the Rating Agencies have been notified of such substitution. Upon fulfilment of

the aforementioned conditions, the New Issuer shall in every respect substitute

the Issuer and the Issuer shall, vis-à-vis the Noteholders, be released from all

obligations relating to the function of Issuer under or in connection with the

Notes.

(c) Notice of such substitution of the Issuer shall be given in accordance with Condition 13

(Form of Notices).

(d) In the event of such substitution of the Issuer, each reference to the Issuer in these Terms

and Conditions shall be deemed to be a reference to the New Issuer.

12. RESOLUTION OF NOTEHOLDERS

(a) The Noteholders of any Class may agree by majority resolution to amend these Terms

and Conditions, provided that no obligation to make any payment or render any other

performance shall be imposed on any Noteholder by majority resolution.

(b) Majority resolutions shall be binding on all Noteholders of the relevant Class.

Resolutions which do not provide for identical conditions for all Noteholders of relevant

Class are void, unless the Noteholders of such Class who are disadvantaged have

expressly consented to their being treated disadvantageously. No amendment of the

Terms and Conditions (including the Transaction Security Agreement) passed by a

resolution of the Noteholders of a Class shall be effective and the Transaction Security

Trustee Trustee shall not be bound by a direction of the Noteholders passed by a

resolution of a Class unless:

(i) resolutions of all other outstanding Classes have been cast in favour of such

amendment or direction;

(ii) such other Classes are not affected thereby; or

(iii) if any other Class is affected thereby, the Noteholders of such other Class have

expressly consented to such amendment or direction by way of resolution,

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in each case, in accordance with these Terms and Conditions and the German Act on

Debt Securities (Schuldverschreibungsgesetz).

(c) Noteholders of any Class may in particular agree by majority resolution in relation to

such Class to the following:

(i) the change of the due date for payment of interest, the reduction, or the

cancellation, of interest;

(ii) the change of the due date for payment of principal;

(iii) the reduction of principal;

(iv) the subordination of claims arising from the Notes of such Class in insolvency

proceedings of the Issuer;

(v) the conversion of the Notes of such Class into, or the exchange of the Notes of

such Class for, shares, other securities or obligations;

(vi) the exchange or release of security;

(vii) the change of the currency of the Notes of such Class;

(viii) the waiver or restriction of Noteholders' rights to terminate the Notes of such

Class;

(ix) the substitution of the Issuer;

(x) the appointment or removal of a common representative for the Noteholders of

such Class; and

(xi) the amendment or rescission of ancillary provisions of the Notes.

(d) Resolutions shall be passed by simple majority of the votes cast. Resolutions relating to

material amendments to these Terms and Conditions, in particular to provisions relating

to the matters specified in Condition 12 (Resolution of the Noteholders) items (c)(i)

through (x) above, require a majority of not less than 75% of the votes cast (a "qualified

majority").1

(e) Noteholders of the relevant Class may pass resolutions by vote taken without a meeting.

(f) Each Noteholder participating in any vote shall cast votes in accordance with the

nominal amount or the notional share of its entitlement to the outstanding Notes of the

relevant Class. As long as the entitlement to the Notes of the relevant Class lies with, or

the Notes of the relevant Class are held for the account of, the Issuer or any of its

affiliates (Section 271 (2) of the German Commercial Code (Handelsgesetzbuch)), the

right to vote in respect of such Notes shall be suspended. The Issuer may not transfer

Notes, of which the voting rights are so suspended, to another person for the purpose of

exercising such voting rights in the place of the Issuer; this shall also apply to any

affiliate of the Issuer. No person shall be permitted to exercise such voting right for the

purpose stipulated in sentence 3, first half sentence, herein above.

(g) No person shall be permitted to offer, promise or grant any benefit or advantage to

another person entitled to vote in consideration of such person abstaining from voting or

voting a certain way.

(h) A person entitled to vote may not demand, accept or accept a promise of, any benefit,

advantage or consideration for abstaining from voting or voting in a certain way.

1 1 The list of matters specified in Condition 12 (c) (i) through (ix) corresponds to the statutory list set out in Section 5 (3) nos.

1-9 of the German Act on Debt Securities (Schuldverschreibungsgesetz). For all of the matters specified in Section 5 (3) nos. 1-9 of the German Act on Debt Securities (Schuldverschreibungsgesetz) only a majority of 75% or more is permitted.

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(i) The Noteholders of any Class may by qualified majority resolution appoint a common

representative (gemeinsamer Vertreter) ("Noteholders' Representative") to exercise

rights of the Noteholders of such Class on behalf of each Noteholder. Any natural person

having legal capacity or any qualified legal person may act as Noteholders'

Representative. Any person who:

(i) is a member of the management board, the supervisory board, the board of

directors or any similar body, or an officer or employee, of the Issuer or any of

its affiliates;

(ii) holds an interest of at least 20% in the share capital of the Issuer or of any of its

affiliates;

(iii) is a financial creditor of the Issuer or any of its affiliates, holding a claim in the

amount of at least 20% of the outstanding Notes of such Class, or is a member

of a corporate body, an officer or other employee of such financial creditor; or

(iv) is subject to the control of any of the persons set forth in sub-paragraphs (i) to

(iii) above by reason of a special personal relationship with such person,

must disclose the relevant circumstances to the Noteholders of such Class prior to being

appointed as a Noteholders' Representative. If any such circumstances arise after the

appointment of a Noteholders' Representative, the Noteholders' Representative shall

inform the Noteholders of the relevant Class promptly in appropriate form and manner.

If the Noteholders of different Classes appoint a Noteholders' Representative, such

person may be the same person as is appointed Noteholders' Representative of such other

Class.

(j) The Noteholders' Representative shall have the duties and powers provided by law or

granted by majority resolution of the Noteholders of the relevant Class. The Noteholders'

Representative shall comply with the instructions of the Noteholders of the relevant

Class. To the extent that the Noteholders' Representative has been authorised to assert

certain rights of the Noteholders of the relevant Class, the Noteholders of such Class

shall not be entitled to assert such rights themselves, unless explicitly provided for in the

relevant majority resolution. The Noteholders' Representative shall provide reports to the

Noteholders of the relevant Class on its activities.

(k) The Noteholders' Representative shall be liable for the performance of its duties towards

the Noteholders of the relevant Class who shall be joint and several creditors (Ge-

samtgläubiger); in the performance of its duties it shall act with the diligence and care of

a prudent business manager. The liability of the Noteholders' Representative may be

limited by a resolution passed by the Noteholders of the relevant Class. The Noteholders

of the relevant Class shall decide upon the assertion of claims for compensation of the

Noteholders of such Class against the Noteholders' Representative.

(l) Each Noteholders' Representative may be removed from office at any time by the

Noteholders of the relevant Class without specifying any reasons. Each Noteholders'

Representative may demand from the Issuer to furnish all information required for the

performance of the duties entrusted to it. The Issuer shall bear the costs and expenses

arising from the appointment of each Noteholders' Representative, including reasonable

remuneration of such Noteholders' Representative.

13. FORM OF NOTICES

(a) All notices to the Noteholders hereunder shall be either (i) delivered to Euroclear and

Clearstream Luxembourg for communication by it to the Noteholders or (ii) made

available for a period of not less than thirty (30) calendar days but in a case only as long

as any Notes are listed on the official list of the Luxembourg Stock Exchange and

admitted to trading on the regulated market of the Luxembourg Stock Exchange on the

following website: www.bourse.lu.

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(b) Any notice referred to under Condition 13 (a)(i) above shall be deemed to have been

given to all Noteholders on the seventh (7th

) calendar day after the day on which such

notice was delivered to Euroclear and Clearstream Luxembourg. Any notice referred to

under Condition 13 (a)(ii) above shall be deemed to have been given to all Noteholders

on the day which it is made available on the website, provided that if so made available

after 4:00 p.m. (Frankfurt time) it shall be deemed to have been given on the

immediately following calendar day.

(c) If any Notes are listed on any stock exchange other than the Luxembourg Stock

Exchange, all notices to the Noteholders shall be published in a manner conforming to

the rules of such stock exchange. Any notice shall be deemed to have been given to all

Noteholders on the date of such publication conforming to the rules of such stock

exchange.

14. MISCELLANEOUS

14.1 Presentation Period

The presentation period for the Global Notes provided in Section 801(1), first sentence, of the

German Civil Code (Bürgerliches Gesetzbuch) is reduced to five (5) years after the date on

which the last payment in respect of the Notes represented by such Global Note was due.

14.2 Replacement of Global Notes

If any of the Global Notes is lost, stolen, damaged or destroyed, it may be replaced by the Issuer

upon payment by the claimant of the costs arising in connection therewith. As a condition of

replacement, the Issuer may require the fulfilment of certain conditions, the provision of proof

regarding the existence of indemnification and or the provision of adequate collateral. In the

event of any of the Global Notes being damaged, such Global Note shall be surrendered before a

replacement is issued. If any Global Note is lost or destroyed, the foregoing shall not limit any

right to file a petition for the annulment of such Global Note pursuant to the provisions of the

laws of the Federal Republic of Germany.

14.3 Governing Law

The form and content of the Notes and all of the rights and obligations of the Noteholders and the

Issuer under the Notes shall be governed in all respects by the laws of the Federal Republic of

Germany.

14.4 Jurisdiction

The non-exclusive place of jurisdiction for any action or other legal proceedings ("Proceedings")

arising out of or in connection with the Notes shall be the District Court (Landgericht) in

Frankfurt am Main. The Issuer hereby submits to the jurisdiction of such court. The German

courts shall have exclusive jurisdiction over the annulment of the Global Notes in the event of

their loss or destruction.

14.5 Judicial Assertion

Subject to the limitations set forth in Condition 3.2 (Limited Recourse), any Noteholder may in

any proceedings against the Issuer, or to which such Noteholder and the Issuer are parties, protect

and enforce in his own name its rights arising under such Notes on the basis of:

(a) a statement issued by the Custodian Bank with whom such Noteholder maintains a

securities account in respect of the Notes (i) stating the full name and address of the

Noteholder, (ii) specifying the aggregate Note Principal Amount of Notes credited to

such securities account on the date of such statement and (iii) confirming that the

Custodian Bank has given written notice to the Clearing Systems containing the

information set out under items (i) and (ii) which has been confirmed by the Clearing

Systems; and

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(b) a copy of the Global Notes representing the Notes, certified as being a true copy by a

duly authorised officer of the Clearing System or a depository of the Clearing System,

without the need for production in such proceedings of the actual records or the original

Global Notes representing the Notes.

For the purposes of this Condition 14.5 (Judicial Assertion), "Custodian Bank" means any bank

or other financial institution of recognised standing authorised to engage in security custody

business (Wertpapierverwahrungsgeschäft) with which a Noteholder maintains a securities

account in respect of the Notes and which maintains an account with the Clearing Systems,

including the Clearing Systems. Each Noteholder may, without prejudice to the foregoing,

protect or enforce its rights and claims arising from the Notes in any other way legally permitted

in proceedings pursuant to the laws of the country in which proceedings take place. Section 797

of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply.

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OVERVIEW OF RULES REGARDING RESOLUTION OF NOTEHOLDERS

Pursuant to the Terms and Conditions of the Notes, the Noteholders may agree to amendments or decide

on other matters relating to the Notes by way of resolution to be passed by taking votes without a

meeting.

In addition to the provisions included in the Terms and Conditions of the Notes, the rules regarding the

solicitation of votes and the conduct of the voting by Noteholders, the passing and publication of

resolutions as well as their implementation and challenge before German courts are set out in Schedule 7

to the Agency Agreement which is incorporated by reference into the Terms and Conditions. Under the

German Act on Debt Securities (Schuldverschreibungsgesetz), these rules are largely mandatory, although

they permit in limited circumstances supplementary provisions set out in or incorporated into the Terms

and Conditions.

Specific rules on the taking of votes without a meeting

The following is a brief summary of some of the statutory rules regarding the solicitation and conduct of

the voting, the passing and publication of resolutions as well as their implementation and challenge before

German courts.

The voting shall be conducted by the person presiding over the taking of votes ("Chairperson") who

shall be (i) a notary appointed by the Issuer, (ii) the Noteholders' Representative if such a representative

has been appointed and has solicitated the taking of votes, or (iii) a person appointed by the competent

court.

The notice for the solicitation of the votes shall specify the period within which votes may be cast. Such

period shall not be less than twenty-seven (72) hours. During such period, the Noteholders may cast their

votes to the Chairperson. The notice for the solicitation of votes shall give details as to the prerequisites

which must be met for votes to qualify for being counted.

The Chairperson shall determine each Noteholders' entitlement to vote on the basis of evidence presented

and shall prepare a roster of the Noteholders' meeting. Each Noteholder who has taken part in the vote

may request from the Issuer, for up to one year following the end of the voting period, a copy of the

minutes for such vote and any annexes thereto.

Each Noteholder who has taken part in the vote may object in writing to the result of the vote within two

(2) weeks following the publication of the resolutions passed. The objection shall be decided upon by the

Chairperson. If the Chairperson does not remedy the objection, the Chairperson shall promptly inform the

objecting Noteholder in writing.

The Issuer shall bear the costs of the vote and, if the court has convened a meeting or appointed or

removed the Chairperson, also the costs of such proceedings.

Rules on Noteholders' Meetings under the German Act on Debt Securities

In addition to the aforementioned rules, the statutory rules applicable to Noteholders' meetings apply

mutatis mutandis to any taking of votes by Noteholders without a meeting. The following summarises

some of such rules.

Meetings of Noteholders may be convened by the Issuer and the Noteholders' Representative if such a

representative has been appointed. Meetings of Noteholders must be convened if one or more Noteholders

holding 5 per cent or more of the outstanding Notes so require for specified reasons permitted by statute.

Meetings may be convened not less than fourteen (14) calendar days before the date of the meeting.

Attendance and voting at the meeting may be made subject to prior registration of Noteholders. The

convening notice will provide what proof will be required for attendance and voting at the meeting. The

place of the meeting in respect of a German Issuer is the place of the Issuer's registered office, provided,

however, that where the relevant notes are listed on a stock exchange within European Union or the

European Economic Area, the meeting may be held at the place of suck stock exchange.

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The convening notice must include relevant particulars and must be made publicly available together with

the agenda of the meeting setting out the proposals for resolution.

Each Noteholder may represented by proxy. A quorum exists if Noteholders representing by value not

less than 50% of the outstanding Notes are present or represented at the meeting. If the quorum is not

reached, a second meeting may be called at which quorum will be required, provided that where a

resolution may only be adopted by a qualified majority, a quorum requires the presence of at least 25% of

the principal amount of outstanding Notes.

All resolutions adopted must be properly published. Resolutions which amend or supplement the Terms

and Conditions of Notes certificated by one or more global notes must be implemented by supplementing

or amending the relevant global note(s).

In insolvency proceedings instituted in Germany against the Issuer, the Noteholders' Representative, if

appointed, is obliged and exclusively entitled to assert the Noteholders' rights under the Notes. Any

resolutions passed by the Noteholders are subject to the provisions of the German Insolvency Code

(Insolvenzverordnung).

If a resolution constitutes a breach of the statute or the Terms and Conditions of the Notes, Noteholders

may bring an action to set aside such resolution. Such action must be filed with the competent court

within one month following the publication of the resolution.

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DEFINITIONS

Defined terms in this Prospectus and in the Transaction Documents are written in capital letters. The

definitions can be found in "SCHEDULE 1 DEFINITIONS" to this Prospectus. Special defined terms for

single agreements of the Transaction Documents or the Prospectus are defined in the single agreement or

in the Prospectus respectively.

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THE MAIN PROVISIONS OF THE TRANSACTION SECURITY AGREEMENT

The following sets out the main provisions of the Transaction Security Agreement. The full text of the

Transaction Security Agreement (excluding any Schedules thereto) constitutes Appendix B to the Terms

and Conditions and forms an integral part of the Terms and Conditions. The text of the recitals, Clause 1

(Definitions and Construction), Clause 41.2 (Notices) and Clause 48 (Counterparts), of the Transaction

Security Agreement have been omitted from the following.

1. (OMITTED)

2. DUTIES OF THE TRANSACTION SECURITY TRUSTEE

This Agreement sets out the general rights and obligations of the Transaction Security Trustee

which govern the performance of its functions under this Agreement. The Transaction Security

Trustee shall perform the activities and services set out in this Agreement or contemplated to be

performed by the Transaction Security Trustee pursuant to the terms of any other Transaction

Document to which the Transaction Security Trustee is a party. Unless otherwise stated herein or

in the other Transaction Documents to which the Transaction Security Trustee is a party, the

Transaction Security Trustee is not obliged to supervise the discharge by the Issuer of its

payment and other obligations arising from the Notes or any other relevant Transaction

Documents or to carry out duties which are the responsibility of the Issuer.

3. POSITION OF TRANSACTION SECURITY TRUSTEE IN RELATION TO THE

BENEFICIARIES

3.1 The Transaction Security Trustee shall acquire and hold the security granted to it under this

Agreement and exercise its rights (other than its rights under Clauses 28 to 31 of this Agreement)

and discharge its duties under the Transaction Documents (other than the Funding Loan

Agreement) as a trustee (Treuhänder) (for the avoidance of doubt, with the exception of the

Transaction Security Trustee Claim) for the benefit of the Beneficiaries. Without prejudice to the

Post-Enforcement Priority of Payments as set out in Clause 23 (Post-Enforcement Priority of

Payments) ("Post-Enforcement Priority of Payments"), the Transaction Security Trustee shall

exercise its duties under this Agreement with regard (i) as long as any of the Class A Notes are

outstanding, only to the interests of the Class A Noteholders and (ii) if no Class A Notes remain

outstanding, only to the interests of the Class B Noteholders and (iii) if no Class B Notes remain

outstanding, only to the interests of the Class C Noteholders and (iv) if no Class C Notes remain

outstanding, only to the interests of the Class D Noteholders and (v) if no Class D Notes remain

outstanding, only to the interests of the Class E Noteholders and (vi) if no Notes remain

outstanding, only to the interests of the Beneficiary ranking highest in the Post-Enforcement

Priority of Payments to whom any amounts are owed.

3.2 This Agreement constitutes a genuine contract for the benefit of third parties (echter Vertrag

zugunsten Dritter) pursuant to Section 328(1) of the German Civil Code (Bürgerliches

Gesetzbuch) in respect of the obligations of the Transaction Security Trustee contained herein to

act as trustee (Treuhänder) for the benefit of present and future Beneficiaries. The rights of the

Issuer pursuant to Clause 4.2 (Transaction Security Trustee Claim) in the event of an

enforcement of the Transaction Security Trustee Claim shall remain unaffected.

4. POSITION OF TRANSACTION SECURITY TRUSTEE IN RELATION TO THE

ISSUER

4.1 Insolvency of Transaction Security Trustee

To the extent that the Assigned Security (as defined in Clause 5.1 below) will be transferred to

the Transaction Security Trustee for security purposes in accordance with Clause 5 (Transfer for

Security Purposes of the Assigned Security), in the event of insolvency proceedings being

commenced in respect of the Transaction Security Trustee, any Collateral held by the Transaction

Security Trustee shall be transferred by the Transaction Security Trustee to the relevant new

Transaction Security Trustee appointed in accordance with this Agreement. The Issuer and each

Beneficiary hereby undertakes to assign any claim for segregation it may have in an insolvency

of the Transaction Security Trustee with respect to this Agreement and the Collateral to the

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relevant new Transaction Security Trustee appointed in accordance with this Agreement for the

purposes set out herein.

4.2 Transaction Security Trustee Claim

(a) The Issuer hereby irrevocably and unconditionally, by way of an independent promise to

perform obligations (abstraktes Schuldversprechen) promises to pay the Transaction

Security Trustee an amount equal to:

(i) any present or future, actual or contingent obligation of the Issuer in relation to

any Noteholder under any Note when due; and

(ii) any present or future, actual or contingent obligation of the Issuer in relation to

any other Beneficiary under any other Transaction Document (other than the

Funding Loan Agreement) to which the Issuer is a party when due;

(i) and (ii) together "Transaction Security Trustee Claim".

(b) The obligation of the Issuer to make payments to the relevant Beneficiary shall remain

unaffected by the provisions of paragraph (a) above. The Transaction Security Trustee

Claim may be enforced separately from the Beneficiary's claim in respect of the same

payment obligation of the Issuer. The Transaction Security Trustee agrees to the Issuer

and the other Beneficiaries to pay any sums received from the Issuer pursuant to this

Clause 4.2 to the relevant Beneficiaries in accordance with the Post-Enforcement

Priority of Payments (as such term is defined in Clause 23 (Post-Enforcement Priority of

Payments) upon the occurrence of an Issuer Event of Default; the relevant Transaction

Secured Obligation shall only be deemed fulfilled when the payment due has been made

by the Transaction Security Trustee to the relevant Beneficiary.

5. TRANSFER FOR SECURITY PURPOSES OF THE ASSIGNED SECURITY

5.1 Assignment and Transfer

The Issuer hereby assigns and transfers the following rights and claims (including any contingent

rights (Anwartschaftsrechte) to such rights and claims) (together, "Assigned Security") to the

Transaction Security Trustee for the security purposes set out in Clause 7 (Security Purpose):

(a) all Purchased Receivables together with any assignable Related Collateral and all rights,

claims and interests relating thereto;

(b) all rights, claims and interests which the Issuer is now or may hereafter become entitled

to from or in relation to the Seller or the Servicer and/or any other party pursuant to or in

respect of the Receivables Purchase Agreement or the Servicing Agreement, including

all rights of the Issuer relating to any additional security;

(c) all present and future rights, claims and interests which the Issuer is now or may

hereafter become entitled to from or in relation to the Joint Lead Managers and or any

other party pursuant to or in respect of the Subscription Agreement;

(d) all present and future rights, claims and interests which the Issuer is now or may

hereafter become entitled to from or in relation to a third party pursuant to or in respect

of the sale to such third party of Defaulted Receivables;

(e) all present and future rights, claims and interests which the Issuer is now or may

hereafter become entitled to from or in relation to the Account Bank and/or the Cash

Administrator and/or any other party pursuant to or in respect of the Accounts

Agreement;

(f) all present and future rights, claims and interests which the Issuer is now or may

hereafter become entitled to from or in relation to the Data Trustee and/or any other

party pursuant to or in respect of the Data Trust Agreement;

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(g) all present and future rights, claims and interests which the Issuer is now or may

hereafter become entitled to from or in relation to the Principal Paying Agent and/or the

Calculation Agent pursuant to the Agency Agreement; and

(h) all present and future rights, claims and interests which the Issuer is now or may

hereafter become entitled to from or in relation to the Corporate Administrator and/or

any other party pursuant to or in respect of the Corporate Administration Agreement,

in each case (a) to (h) above including any and all related non-ancillary (selbständige) and

ancillary (unselbständige) rights to determine unilaterally legal relationships (Gestaltungsrechte),

including any termination rights (Kündigungsrechte).

The Issuer hereby covenants in favour of the Transaction Security Trustee that it will assign

and/or transfer any future assets received by it as security for any of the foregoing or otherwise in

connection with the Transaction Documents (other than the Funding Loan Agreement) which are

governed by German law, in particular such assets which it receives from any of its

counterparties in relation to any of such Transaction Documents as collateral for the obligations

of such counterparty towards the Issuer, to the Transaction Security Trustee. The Issuer will

perform such covenant in accordance with the provisions of this Agreement.

5.2 The Transaction Security Trustee hereby accepts the assignment and the transfer of the Assigned

Security and any security related thereto and the covenants of the Issuer hereunder.

5.3 The existing Assigned Security shall pass over to the Transaction Security Trustee on the date on

which this Agreement becomes effective, and any future Assigned Security shall directly pass

over to the Transaction Security Trustee at the date on which such Assigned Security arises, and

in each case at the earliest at the time at which the Issuer has acquired the rights and claims of

which the Assigned Security consists.

The Issuer undertakes to assign and transfer to the Transaction Security Trustee, on the terms and

conditions and for the purposes set out herein, any rights and claims under any future Transaction

Documents or further agreements relating to the Transaction Documents upon execution of such

documents.

5.4 To the extent that title to the Assigned Security cannot be transferred by mere agreement between

the Issuer and the Transaction Security Trustee as effected in the foregoing Clauses 5.1 to 5.3,

the Issuer and the Transaction Security Trustee hereby agree with respect to all Purchased

Receivables that:

(a) the delivery (Übergabe) necessary to effect the transfer of title for security purposes with

regard to any movable Related Collateral with regard to any subsequently inserted parts

thereof or with regard to any subsequently arising co-owner's interest, is hereby replaced

in that the Issuer and the Transaction Security Trustee hereby agree that the Issuer

hereby assigns to the Transaction Security Trustee all claims, present or future, to

request transfer of possession (Abtretung aller Herausgabeansprüche gemäß § 931

Bürgerliches Gesetzbuch) against any third party (including any Debtors, Seller or (if

different) Servicer) which is in the direct possession (unmittelbarer Besitz) or indirect

possession (mittelbarer Besitz) of the movable Related Collateral. In addition to the

foregoing it is hereby agreed that the Issuer shall, in the event that (but only in the event

that) the movable Related Collateral is in the Issuer's direct possession (unmittelbarer

Besitz), hold possession on behalf of the Transaction Security Trustee and shall grant the

Transaction Security Trustee indirect possession (mittelbarer Besitz) of the Related

Collateral by keeping it with due care free of charge (als Verwahrer) for the Transaction

Security Trustee until revoked;

(b) any notice to be given in order to effect transfer of title in the Assigned Security shall

immediately be given by the Issuer in such form as the Transaction Security Trustee

requires and the Issuer hereby agrees that if it fails to give such notice, the Transaction

Security Trustee is hereby irrevocably authorised to give such notice on behalf of the

Issuer;

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(c) any other thing to be done or form or registration to be effected to perfect a first priority

security interest in the Assigned Security for the Transaction Security Trustee in favour

of the Beneficiaries shall be immediately done and effected by the Issuer at its own costs;

and

(d) the Issuer shall provide any and all necessary details in order to identify the movable

Related Collateral title to which has been transferred hereunder from the Issuer to the

Transaction Security Trustee as contemplated herein in respect of the initial purchase of

Receivables at the latest on the date on which this Agreement becomes effective and, in

the case of any Related Collateral transferred on each subsequent Purchase Date, at the

latest on the date on which the purchase of the relevant Receivable becomes effective.

The Transaction Security Trustee hereby accepts the assignment and transfer.

5.5 Assignment of Claims under Account Relationship

If an express or implied current account relationship (echtes oder unechtes

Kontokorrentverhältnis) exists or is later established between the Issuer and a third party, the

Issuer hereby assigns to the Transaction Security Trustee (without prejudice to the generality of

the provisions in Clause 5.1(a) to (h) (Assignment and Transfer)) the right to receive a periodic

account statement and the right to receive payment of present or future balances and the right to

demand the drawing of a balance (including a final net balance determined upon the institution of

any insolvency proceedings in respect of the assets of the Issuer), as well as the right to terminate

the current account relationship and the right to receive payment of the closing net balance upon

termination. The Issuer shall notify the Transaction Security Trustee of any future current

account relationship it enters into in accordance with the Transaction Documents.

5.6 Acknowledgement of Assignment/Transfer

All parties to this Agreement hereby acknowledge that the rights and claims of the Issuer which

constitute the assignable Related Collateral and which have arisen under contracts and

agreements between the Issuer and the parties hereto and which are owed by such parties, are

assigned and/or transferred to the Transaction Security Trustee and that the Issuer is entitled to

continue to exercise and collect such rights and claims only in accordance with the provisions of

and subject to the restrictions contained in this Agreement. For the avoidance of doubt, upon

notification to any party hereto by the Transaction Security Trustee in respect of the occurrence

of an Issuer Event of Default, the Transaction Security Trustee shall be entitled to exercise the

rights of the Issuer under the Transaction Documents referred to in Clause 5.1(a) to 5.1(h),

including, without limitation, the right to give instructions to each such party pursuant to the

relevant Transaction Document and each party hereto agrees to be bound by such instructions of

the Transaction Security Trustee given pursuant to the relevant Transaction Document to which

such party is a party.

5.7 Non-transferable Related Collateral

If and to the extent that a Related Collateral is not assignable and transferrable for what reason so

ever, such Related Collateral is held fiducially (treuhänderisch) for account and on behalf of the

Issuer by the Seller and shall be held for account and on behalf of the Transaction Security

Trustee by the Seller for the security purposes set out in Clause 7 (Security Purpose) with the

priority effect against the Issuer. The regulations of the Agreement which refer to the assignment

and transfer of Related Collateral apply to such non-transferable and assignable Related

Collateral correspondingly. The Issuer, the Seller and the Transaction Security Trustee agree to

the agreement relating to non-transferable Related Collateral.

6. PLEDGE

The Issuer hereby pledges (Verpfändung) to the Transaction Security Trustee all its present and

future claims against the Transaction Security Trustee arising under this Agreement as well as its

present and future claims under the Accounts, which have not yet been assigned or transferred for

security purposes under Clause 5.1(a) to 5.1(h). The Issuer hereby gives notice to the Transaction

Security Trustee of such pledge and the Transaction Security Trustee hereby confirms receipt of

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such notice. The Transaction Security Trustee is under no obligation to enforce any claims of the

Issuer against the Transaction Security Trustee pledged to the Transaction Security Trustee

pursuant to this Clause 6. The Issuer hereby gives notice to the Account Bank on the pledge of

the Accounts and the Account Bank hereby acknowledges the receipt of such notice.

The parties to this Agreement acknowledge that the Account Bank has agreed to waive certain of

its rights with respect to the Accounts, including its first ranking lien over the Accounts and the

Account Bank's set-off rights, by a separate account agreement to be entered into by, inter alia,

the Account Bank, the Transaction Security Trustee and the Issuer, on the date hereof.

7. SECURITY PURPOSE

The assignment and transfer for security purposes of rights and claims pursuant to Clause 5

(Transfer for Security Purposes of the Assigned Security) and the pledge pursuant to Clause 6

(Pledge) (and the Assigned Security together with such pledges are referred to herein and any

other security interests granted by the Issuer to the Transaction Security Trustee pursuant to the

English Security Deed as "Collateral") serve to secure the Transaction Security Trustee Claim.

In addition, the assignment, transfer and pledge for security purposes of the Collateral is made

for the purpose of securing the due payment and performance by the Issuer of any and all

obligations (present and future, actual and contingent) which are (or are expressed to be) or

become owing by the Issuer to the Noteholders under the Notes and the other Beneficiaries or

any of them (including any future Beneficiary following a transfer or assignment, accession,

assumption of contract (Vertragsübernahme) or novation of certain rights and obligations in

accordance with the relevant provision of the relevant current or future Transaction Documents

(other than the Funding Loan Agreement)) under or in connection with any of the Transaction

Documents (other than the Funding Loan Agreement), as each may be amended, novated,

supplemented or extended from time to time ("Transaction Secured Obligations"), and which

Transaction Secured Obligations shall, for the avoidance of doubt, include, without limitation, (i)

any fees to be paid by the Issuer to any Beneficiary in connection with the Transaction

Documents (other than the Funding Loan Agreement) irrespective of whether such fees are

agreed or determined in such Transaction Documents or in any fee arrangement relating thereto,

(ii) any obligations incurred by the Issuer on, as a consequence of or after the opening of any

insolvency proceedings and (iii) any potential obligations on the grounds of any invalidity or

unenforceability of any of the Transaction Documents (other than the Funding Loan Agreement),

in particular claims on the grounds of unjustified enrichment (ungerechtfertigter Bereicherung).

8. COLLECTION AUTHORISATION; FURTHER TRANSFER

8.1 Collection Authorisation

(a) The Issuer shall be authorised (ermächtigt) to collect or, have collected in the ordinary

course of business or otherwise exercise or deal with (which term shall, for the

avoidance of doubt, include the enforcement of any security) the rights transferred for

security purposes under Clause 5 (Transfer for Security Purposes of the Assigned

Security) and the rights pledged pursuant to Clause 6 (Pledge).

(b) Without affecting the generality of paragraph (a), it is hereby agreed that the Transaction

Security Trustee consents to the assignments, transfers and/or releases by the Issuer (or

by the Servicer on behalf of the Issuer) of Purchased Receivables and Related Collateral

to any third party in accordance with the Credit and Collection Policy and the release by

the Servicer of any Related Collateral in accordance with the Receivables Purchase

Agreement and/or the Servicing Agreement.

(c) The authority and consents provided in paragraphs (a) and (b) above, are deemed to be

granted only to the extent that the Transaction Security Trustee procures that the

obligations of the Issuer are fulfilled in accordance with the Pre-Enforcement Priority of

Payments, Condition 7.2 (Amortisation) of the Terms and Conditions and the

requirements under this Agreement.

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(d) The authority and consents contained in paragraphs (a) and (b) may be revoked by the

Transaction Security Trustee if, in the Transaction Security Trustee's opinion, such

revocation is necessary in order to avoid an adverse effect on the Collateral or their value

which the Transaction Security Trustee considers material, and the Transaction Security

Trustee gives notice thereof to the Issuer and the Seller. The authority and consents

contained in paragraphs (a) and (b) shall automatically terminate upon the occurrence of

an Issuer Event of Default, but with respect to the Servicer and the Seller only upon

notice thereof to the Seller and the Servicer (as the case may be).

8.2 Transfer Authorisation

The Transaction Security Trustee shall be authorised to transfer the Assigned Security in the

event that the Transaction Security Trustee is replaced and the Collateral is to be transferred to

the new Transaction Security Trustee pursuant to Clauses 32.1 (Resignation) and 34.1 (Transfer

of Collateral). In any event the Issuer shall be entitled to retain an amount of up to EUR 500 in

each calendar year for its free disposal from the Collateral.

9. ENFORCEABILITY

The Collateral shall be enforced upon an Issuer Event of Default in accordance with Clause 19

(Enforcement of Collateral).

10. RELEASE OF COLLATERAL; DETERMINATION OF FINAL REDEMPTION

AMOUNT UPON REPURCHASE OPTION

10.1 As soon as the Transaction Security Trustee is satisfied that the Issuer has fully performed all

obligations secured by this Agreement and to the extent the Collateral has not been previously

released pursuant to this Agreement, the Transaction Security Trustee shall promptly transfer

back to the Issuer or to the Issuer's order the Collateral transferred to it under this Agreement.

The Transaction Security Trustee will however comply with mandatory statutory collateral

release obligations.

10.2 In the event that, on any Payment Date on or following which the Aggregate Outstanding

Principal Amount has been reduced to 10% of the initial Aggregate Outstanding Principal

Amount as of the first Cut-Off Date, the Seller wishes to exercise the Clean-Up Call and has

given notice thereof to the Issuer, the following shall apply:

(a) the Issuer shall, if any Purchased Receivables are Delinquent Receivables or Defaulted

Receivables at the time of exercise of the repurchase option by the Seller, without undue

delay (unverzüglich) upon receipt of such notice, appoint a disinterested third party

expert who shall be an internationally recognised auditor which is located in Germany

but is not an affiliate of the Issuer or the Seller (an "Independent Appraiser") to

determine the current value of such Delinquent Receivables or Defaulted Receivable

which shall constitute the repurchase price of such Delinquent Receivables or Defaulted

Receivable;

(b) the Independent Appraiser shall determine the current value of such Delinquent

Receivables or Defaulted Receivable in accordance with standard market practice, taking

into account expected recoveries to be obtained from the Debtor and expected proceeds

from the enforcement of Related Collateral;

(c) the Seller and the Issuer shall, subject to applicable banking secrecy and data protection

laws, provide such Independent Appraiser with such information and documents

regarding the relevant Delinquent Receivables or Defaulted Receivables as such

Independent Appraiser may reasonably require for determination of the current market

value thereof and the Issuer and the Seller shall procure that the Independent Appraisers

undertakes to comply with applicable banking secrecy and data protection laws and any

confidentiality restrictions applicable to the Issuer and the Seller;

(d) any determination by way of a written certificate signed by the Independent Appraiser

shall be final and binding on each of the parties hereto and the Noteholders. The Issuer

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shall procure that the Independent Appraiser delivers such written certificate to the

Issuer and the Seller, with copies to the Transaction Security Trustee and each of the

Rating Agencies, and

(e) the Transaction Security Trustee shall be entitled to promptly transfer back to the Issuer

or to the Issuer's order the Collateral transferred to it under this Agreement subject to the

Issuer applying the Final Redemption Amount towards its obligations as specified in

Condition 7.5(a).

11. REPRESENTATIONS OF THE ISSUER WITH RESPECT TO COLLATERAL,

COVENANTS

11.1 The Issuer hereby represents and warrants to and covenants with the Transaction Security

Trustee that it has (and will have, insofar as future rights and claims are concerned) full and

unaffected title to the Collateral and any related security thereto which is assigned, transferred or

pledged hereby and that such Collateral and such related security is (and will be insofar as future

rights and claims are concerned) free and clear from any encumbrances and adverse rights and

claims of any third parties, always subject only to the rights and encumbrances created under this

Agreement.

11.2 The Issuer shall be liable (without prejudice to Clause 44 (No Liability and No Right to Petition

and Limitation on Payments)) to pay damages (Schadensersatz wegen Nichterfüllung) in the

event that any Collateral transferred for security purposes in accordance with this Agreement

proves to be invalid or if the transfer itself proves to be invalid.

11.3 The Issuer hereby covenants with the Transaction Security Trustee to notify the Transaction

Security Trustee of the issue of any Notes within ten (10) Business Days from the date of issue

thereof by way of notice in substantially the form set out in Schedule 1 (Form of Note

Identification Notice) to this Agreement.

11.4 All parties to the Agreement shall obtain and keep all required licenses, approvals, authorisations

and consents which are necessary or desirable in connection with the performance of the

Agreement and procure that any of their agents obtains and maintain any such license.

12. REPRESENTATIONS AND WARRANTIES OF THE BENEFICIARIES

12.1 The Transaction Security Trustee hereby represents to the Issuer that it has the legal capacity, is

in a position to perform and has obtained all authorisations and licences required for the

performance of its duties and obligations hereunder in accordance with the provisions of this

Agreement and the other Transaction Security Documents and that, at the time of concluding this

Agreement, it does not, to the best of its knowledge, see actual or foreseeable grounds for

terminating this Agreement pursuant to Clauses 32 (Resignation) or 33 (Replacement of

Transaction Security Trustee).

12.2 The Transaction Security Trustee hereby represents to the Issuer that it has its "centre of main

interests" at the place of its incorporation and that it does not have an "establishment" or "branch"

other than at the place of its incorporation, as such terms are used by Council Regulation (EC)

No. 1346/2000 of 29 May 2000 on Insolvency Procedures.

12.3 It is hereby agreed (without prejudice to the other provisions of this Agreement, and in particular

Clauses 33 (Replacement of Transaction Security Trustee) and 34.1 (Transfer of Collateral)

hereof) that, in the event that any grounds for terminating the appointment of the Transaction

Security Trustee under this Agreement pursuant to Clauses 32 (Resignation) or 33 (Replacement

of Transaction Security Trustee) exist or come into existence, or if the Transaction Security

Trustee does not possess any authorisation, registration or licence which is required for the

performance of its duties and obligations hereunder, the Transaction Security Trustee shall,

without undue delay remedy any such grounds, obtain such authorisations, registrations and

licences and any other obligations of the Transaction Security Trustee and the other provisions of

this Agreement shall not be affected by the Transaction Security Trustee failing to remedy such

grounds or to have obtained such authorisations, registrations or licences.

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12.4 Each Beneficiary who is a party to this Agreement hereby represents and warrants, that, as of the

date of execution of this Agreement, it has the corporate power and the authority to enter into this

Agreement and that all necessary corporate action has been taken and the validity and

enforceability of this Agreement is not subject to any restriction of any kind, consent or other

requirement or condition, that has not been satisfied as of the date of execution of this Agreement.

13. RECEIPT AND CUSTODY OF DOCUMENTS; NOTICES

13.1 The Transaction Security Trustee shall take delivery of and keep in custody the documents which

are delivered to it under the Transaction Documents (if any) and shall:

(a) keep such documents for one year after the termination of this Agreement; or

(b) forward the documents to the new Transaction Security Trustee if the Transaction

Security Trustee is replaced in accordance with Clauses 33 (Replacement of Transaction

Security Trustee) and 34 (Transfer of Collateral) hereof.

13.2 In the event that the Transaction Security Trustee becomes aware of any variations in writing of

the Transaction Documents, it shall immediately give notice thereof to the Rating Agencies.

14. ACCOUNTS TERMINATION

14.1 Accounts Termination

Each Account has been opened by the Issuer in accordance with the Accounts Agreement with

the Account Bank. The Issuer, acting together with the Transaction Security Trustee, shall

terminate the account relationship with the Account Bank within thirty (30) calendar days after a

Account Bank Downgrade has occurred. The Account Bank hereby agrees to promptly give

written notice to the Issuer and the Transaction Security Trustee of any such Account Bank

Downgrade.

14.2 Successor Bank

(a) Should the account relationship with the Account Bank be terminated by the Account

Bank, the Issuer (acting through the Corporate Administrator) or the Transaction

Security Trustee or for any other reason, the Issuer shall promptly inform the

Transaction Security Trustee of such termination or such proceedings. The Issuer (acting

through the Corporate Administrator) or in case of such proceedings, the Transaction

Security Trustee (acting in its own name but for the account of and as trustee for the

Beneficiaries), shall then open an account with another bank ("Successor Bank") on

conditions as close as possible to those previously agreed with the Account Bank.

The Account Bank shall not cease to operate any Account hereunder (except for the

event where the Account Bank is (i) over-indebted, unable to pay its debts when they fall

due or such status is imminent or any other circumstances exist which under applicable

law which allow the opening of insolvency or bankruptcy proceedings or (ii) intends to

commence or becomes subject to insolvency or bankruptcy proceedings or similar

proceedings under applicable law unless and until the Issuer acting together with the

Transaction Security Trustee has appointed the Successor Bank and any and all amounts

credited to the Transaction Account, any and all amounts credited to the Commingling

Reserve Account, any and all amounts credited to the Set-Off Reserve Account, any and

all amounts credited to the Liquidity Reserve Account, any and all amounts credited to

the Purchase Shortfall Account and any and all monies credited to the Swap Cash

Collateral Account have been transferred to that Successor Bank on the new

corresponding accounts in accordance with this Clause 14.2 and security has been

created in such accounts and in relation to the credits standing thereto from time to time

as contemplated by this Agreement.

The Successor Bank shall be a bank whose ratings are rated at least the Account Bank

Required Rating. The Issuer (acting through the Corporate Administrator) shall enter

into a new account agreement (or agreements) with the Successor Bank and the

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Transaction Security Trustee as contracting parties and any and all amounts credited to

the Transaction Account, the Commingling Reserve Account, the Set-Off Reserve

Account, the Liquidity Reserve Account, the Purchase Shortfall Account and the Swap

Cash Collateral Account shall be transferred to such new account, at no cost to the Issuer.

In case of commencement of insolvency or bankruptcy or similar proceedings with

respect to the Issuer such account agreement shall be entered into between the

Transaction Security Trustee and the Successor Bank (and any and all references to

"Transaction Account", "Commingling Reserve Account", "Set-Off Reserve

Account", "Liquidity Reserve Account", "Purchase Shortfall Account", the "Swap

Cash Collateral Account" and any other Account shall in each case then be read as

references to such account). The new account agreement(s) shall provide for the

Successor Bank to undertake to promptly notify the other contracting parties of any

Account Bank Downgrade.

(b) If accounts replacing the Accounts have been opened with a Successor Bank and an

Account Bank Downgrade has occurred with respect to such Successor Bank, then

within thirty (30) calendar days of such Account Bank Downgrade, the Issuer (acting

through the Corporate Administrator) or (as the case may be) the Transaction Security

Trustee shall open another account with another Successor Bank in accordance with the

procedure set out in Clause 14.2 (a) and terminate the account with the previous

Successor Bank.

15. CONSENT OF THE TRANSACTION SECURITY TRUSTEE

If the Issuer requests that the Transaction Security Trustee grants its consent pursuant to

Clause 39 (Actions of the Issuer Requiring Consent) hereof, the Transaction Security Trustee

may grant or withhold the requested consent at its discretion taking into account what the

Transaction Security Trustee believes to be the interests of the Beneficiaries, giving due regard to

the provisions of Clause 3.1 (Security). In any event, the Transaction Security Trustee shall give

such consent if (regardless of whether the relevant action could, in the professional judgement of

the Transaction Security Trustee, be materially prejudicial (wesentlich nachteilig) to the

Beneficiaries) (i) the Transaction Security Trustee or the Issuer has notified each Rating Agency

of such proposed action and (ii) one or more Noteholders representing at least 66⅔% of the then

outstanding Class Principal Amount of the most senior outstanding Class of Notes (or, if no

Notes remain outstanding, one or more Beneficiaries representing 51% of the then outstanding

aggregate amount owed to all Beneficiaries) have given their consent to such action, it being

understood that the Transaction Security Trustee shall have no obligation to request such

confirmation nor to make such notification.

16. BREACH OF OBLIGATIONS BY THE ISSUER

16.1 If the Transaction Security Trustee in the course of its activities obtains knowledge that the

existence or the value of the Collateral is at risk due to any failure of the Issuer properly to

discharge its obligations under this Agreement or the other Transaction Documents (other than

the Funding Loan Agreement) to which it is a party, the Transaction Security Trustee shall be

authorised, at its discretion and subject to Clause 16.2 below, to take or initiate all actions which

in the opinion of the Transaction Security Trustee are desirable or expedient to avert such risk.

To the extent that the Issuer, in the opinion of the Transaction Security Trustee, does not duly

discharge its obligations pursuant to Clause 34 (Transfer of Collateral) in respect of the

Collateral, the Transaction Security Trustee shall in particular be authorised and obliged to

exercise all rights arising under the relevant Transaction Documents on behalf of the Issuer.

16.2 The Transaction Security Trustee shall only be obliged to intervene in accordance with

Clause 16.1 if, and to the extent that, it is satisfied that it will be fully indemnified and/or secured

(either by reimbursement of costs, its ranking under the Pre-Enforcement Priority of Payments or

the Post-Enforcement Priority of Payments (as applicable) or in any other way it deems

appropriate) against all costs and expenses resulting from its activities (including fees for

retaining counsel, banks, auditors or other experts as well as the expenses of retaining third

parties to perform certain duties) and against all liabilities (except for liabilities which arise from

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its own negligence, wilful misconduct or fraud), obligations and attempts to bring any action in

or outside court. Clause 35 (Standard of Care for Liability) shall remain unaffected.

17. FURTHER OBLIGATIONS

17.1 The Transaction Security Trustee shall perform its tasks and obligations under the other

Transaction Documents to which it is a party in accordance with this Agreement.

17.2 The Transaction Security Trustee shall, unless otherwise provided for under this Agreement,

decide on any consents or approvals to be given by it pursuant to the other Transaction

Documents in its reasonable discretion in accordance with this Agreement (in particular

Clause 36 (General) hereof).

17.3 The Transaction Security Trustee hereby authorises the Issuer to re-assign any Purchased

Receivables (or the affected portion thereof) and any Related Collateral relating thereto to the

Seller in relation to which the Purchaser has received a Deemed Collection pursuant to Clause

15.1 (Deemed Collections) of the Receivables Purchase Agreement.

18. POWER OF ATTORNEY

The Issuer hereby grants the Transaction Security Trustee power of attorney, waiving the

restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and any similar

restrictions under the laws of any other countries, with the right to grant substitute power of

attorney, to act in the name of the Issuer with respect to all rights of the Issuer arising under the

Transaction Documents to which it is a party (except for the rights vis-à-vis the Transaction

Security Trustee). Such power of attorney shall be irrevocable. It shall expire as soon as a new

Transaction Security Trustee has been appointed pursuant to Clauses 32 (Resignation) and 33

(Replacement of Transaction Security Trustee) and the Issuer has issued a power of attorney to

such new Transaction Security Trustee having the same contents as the power of attorney

previously granted in accordance with the provisions of this Clause 18. The Transaction Security

Trustee shall only act under this power of attorney in relation to the exercise of its rights and

obligations under this Agreement.

19. ENFORCEMENT OF COLLATERAL

19.1 Issuer Event of Default

The Collateral shall be subject to enforcement upon the occurrence of an Issuer Event of Default.

The Transaction Security Trustee shall promptly, upon obtaining knowledge of an Issuer Event

of Default, give notice thereof to the Noteholders pursuant to Clause 19.3 (Notifications) and the

Rating Agencies pursuant to Clause 41 (Notices).

19.2 Enforcement of Collateral

Upon being notified by any person of the occurrence of an Issuer Event of Default, the

Transaction Security Trustee shall subject to it being indemnified and/or secured to its

satisfaction enforce or cause enforcement of the Collateral in a manner determined at its

reasonable discretion, subject to Clause 19.3 (Notification) and Clause 30 (Right to

Indemnification).

19.3 Notification

Within fifteen (15) calendar days of the Transaction Security Trustee's obtaining knowledge of

the occurrence of an Issuer Event of Default, the Transaction Security Trustee shall give notice to

the Noteholders and the other Beneficiaries pursuant to Clause 41.3 (Notices), specifying the

manner in which it intends to enforce the Collateral (in particular, whether it intends to sell the

Collateral) and apply the proceeds from such enforcement to satisfy the obligations of the Issuer,

subject to the Post-Enforcement Priority of Payments (as such term is defined in Clause 23 (Post-

Enforcement Priority of Payments)). If, within thirty (30) calendar days of the publication of such

notice, the Transaction Security Trustee receives written notice (i) from one or more Class A

Noteholders representing at least 51% of the outstanding Class A Principal Amount, (ii) if no

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Class A Notes are outstanding from one or more Class B Noteholders representing at least 51%

of the outstanding Class B Principal Amount, (iii) if no Class B Notes are outstanding from one

or more Class C Noteholders representing at least 51% of the outstanding Class C Principal

Amount, (iv) if no Class C Notes are outstanding from one or more Class D Noteholders

representing at least 51% of the outstanding Class D Principal Amount, (v) if no Class D Notes

are outstanding from one or more Class D Noteholders representing at least 51% of the

outstanding Class D Principal Amount, or (vi) if no Notes remain outstanding, from any other

Beneficiary or Beneficiaries representing at least 51% of the aggregate outstanding amount owed

to all Beneficiaries, objecting to the action proposed in the Transaction Security Trustee's notice,

the Transaction Security Trustee shall not undertake such action. In the event that (i) the Class A

Noteholders, (ii) if no Class A Notes are outstanding, the Class B Noteholders, (iii) if no Class B

Notes are outstanding, the Class C Noteholders, (iv) if no Class C Notes are outstanding, the

Class D Noteholders, (v) if no Class D Notes are outstanding, the Class E Noteholders or (vi) if

no Notes remain outstanding, the other Beneficiaries representing at least 51% of the aggregate

outstanding amount owed to all Beneficiaries have notified such objection to the Transaction

Security Trustee, and (i) one or more Class A Noteholders representing at least 51% of the

outstanding Class A Principal Amount, (ii) if no Class A Notes are outstanding, one or more

Class B Noteholders representing at least 51% of the outstanding Class B Principal Amount, (iii)

if no Class B Notes are outstanding, one or more Class C Noteholders representing at least 51%

of the outstanding Class C Principal Amount, (iv) if no Class C Notes are outstanding, one or

more Class D Noteholders representing at least 51% of the outstanding Class D Principal

Amount, (v) if no Class D Notes are outstanding, one or more Class E Noteholders representing

at least 51% of the outstanding Class E Principal Amount or (iii) if no Notes remain outstanding,

any other Beneficiary or Beneficiaries representing at least 51 % of the aggregate outstanding

amount owed to all Beneficiaries, have not proposed (either together with such objection or

within thirty (30) calendar days thereafter) to the Transaction Security Trustee an alternative

action or have instructed the Transaction Security Trustee to propose alternative action, the

Transaction Security Trustee shall be free to decide in its own discretion whether and what action

to take provided that such action has not previously been objected to as herein contemplated. If

the Transaction Security Trustee receives a written notice (i) from one or more Class A

Noteholders representing at least 51% of the Class A Principal Amount, (ii) if no Class A Notes

are outstanding, from one or more Class B Noteholders representing at least 51 % of the Class B

Principal Amount, (iii) if no Class B Notes are outstanding, from one or more Class C

Noteholders representing at least 51% of the Class C Principal Amount, (iv) if no Class C Notes

are outstanding, one or more Class D Noteholders representing at least 51% of the Class D

Principal Amount, (v) if no Class D Notes are outstanding, one or more Class E Noteholders

representing at least 51% of the Class E Principal Amount or (vi) if no Notes remain outstanding,

from any other Beneficiary or Beneficiaries representing at least 51 % of the aggregate

outstanding amount owed to all Beneficiaries, proposing a manner to enforce the Collateral, the

Transaction Security Trustee shall undertake such action. The Transaction Security Trustee shall,

however, not be obliged to undertake any action under this Clause 19.3 other than notification of

the Noteholders of the occurrence of an Issuer Event of Default if (and as long as) it has

requested from the Class A Noteholders, the Class B Noteholders, the Class C Noteholders, the

Class D Noteholders, the Class E Noteholders or the other Beneficiaries (as the case may be)

requesting such action an undertaking for full indemnification of the Transaction Security

Trustee against any damages, losses, costs and expenses which might arise from such action and

no such undertaking has been granted to it.

20. PAYMENTS UPON OCCURRENCE OF AN ISSUER EVENT OF DEFAULT

Upon the occurrence of an Issuer Event of Default:

(a) The Collateral may be exercised, collected, claimed and enforced exclusively by the

Transaction Security Trustee.

(b) The Transaction Security Trustee shall deposit the proceeds of any enforcement which it

receives in the Transaction Account held in the name of the Issuer in a Transaction

Account the Transaction Security Trustee has opened in its own name and which is held

by the Transaction Security Trustee as a trust account (Treuhandkonto) for the benefit of

the Noteholders and the other Beneficiaries in accordance with Clause 14 above.

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(c) Payments on the obligations of the Issuer may not be made as long as, in the opinion of

the Transaction Security Trustee, there is a risk that such payment will jeopardise the

fulfilment of any later maturing obligation of the Issuer ranking with senior priority

pursuant to and in accordance with the Post-Enforcement Priority of Payments (as such

term is defined in Clause 23 (Post-Enforcement Priority of Payments)).

(d) The Transaction Security Trustee shall make payments out of the proceeds of any

enforcement of Collateral in accordance with Clause 23 (Post-Enforcement Priority of

Payments).

(e) Subject to the Post-Enforcement Priority of Payments, after all Transaction Secured

Obligations have been satisfied in full, the Transaction Security Trustee shall pay out

any remaining amounts to the Issuer.

21. CONTINUING DUTIES

For the avoidance of doubt and without affecting general applicable law with respect to any

continuing effect of any other provisions of this Agreement, it is hereby agreed that Clauses 13

to 18 shall continue to apply after the occurrence of an Issuer Event of Default.

22. ACCOUNTS

22.1 The Transaction Account of the Issuer set up and maintained pursuant to the Accounts

Agreement and this Agreement shall be used for receipt of amounts relating to the Transaction

Documents and for the fulfilment of the payment obligations of the Issuer. The Commingling

Reserve Account of the Issuer set up and maintained pursuant to the Accounts Agreement shall

be reserved for any Commingling Reserve Amount which is transferred to the Issuer by the

Seller following the occurrence of a Commingling Reserve Trigger Event. The Set-Off Reserve

Account of the Issuer set up and maintained pursuant to the Accounts Agreement shall be

reserved for any Set-Off Reserve Amount which is transferred to the Issuer by the Seller

following the occurrence of a Set-Off Reserve Trigger Event. The Liquidity Reserve Account of

the Issuer set up and maintained pursuant to the Accounts Agreement shall be reserved for any

Required Liquidity Reserve Amount which is transferred to the Issuer by the Seller upon the

Note Issuance Date. The Purchase Shortfall Account of the Issuer set up and maintained pursuant

to the Accounts Agreement shall be reserved for any Purchase Shortfall Amount which is

transferred to the Issuer by the Seller following the occurrence of a Purchase Shortfall Event. The

Swap Cash Collateral Account of the Issuer set-up and maintained pursuant to the Accounts

Agreement shall be reserved for any Swap Collateral transferred to the Issuer by the Swap

Counterparty in accordance with the Swap Agreement.

22.2 The Issuer shall ensure that all payments made to the Issuer be made by way of a bank transfer to

or deposit in the Transaction Account or, in case of a transfer of the Commingling Reserve

Amount, to the Commingling Reserve Account or, in case of a transfer of the Set-Off Reserve

Amount, to the Set-Off Reserve Account or, in case of a transfer of the Required Liquidity

Reserve Amount, to the Liquidity Reserve Account or, in case of a transfer of the Purchase

Shortfall Amount, to the Purchase Shortfall Account or, in case of a transfer of the Swap

Collateral, to the Swap Cash Collateral Account. Should any amounts payable to the Issuer be

paid in any way other than by deposit or bank transfer to the Transaction Account or, in case of

the Commingling Reserve Amount, to the Commingling Reserve Account or, in case of the Set-

Off Reserve Amount, to the Set-Off Reserve Account or, in case of the Required Liquidity

Reserve Amount, to the Liquidity Reserve Account or, in case of the Purchase Shortfall Amount,

to the Purchase Shortfall Account or, in case of a transfer of the Swap Collateral, to the Swap

Cash Collateral Account, the Issuer shall promptly credit such amounts to the Transaction

Account. The Pre-Enforcement Priority of Payments and the Post-Enforcement Priority of

Payments set out in Clause 23 (Post-Enforcement Priority of Payments) shall remain unaffected.

22.3 The Issuer shall not open any new bank account in addition to or as a replacement of, the

Transaction Account, the Commingling Reserve Account, the Set-Off Reserve Account, the

Liquidity Reserve Account, the Purchase Shortfall Account or the Swap Cash Collateral Account,

unless it has assigned and pledged any and all rights relating thereto to the Transaction Security

Trustee in accordance with this Agreement, and only after having obtained the consent of the

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Transaction Security Trustee in accordance with this Agreement. For the avoidance of doubt,

upon notification to the Account Bank by the Transaction Security Trustee in respect of the

occurrence an Issuer Event of Default, the Transaction Security Trustee shall be entitled to

exercise the rights of the Issuer under the Accounts Agreement assigned to the Transaction

Security Trustee in accordance with this Agreement, including, without limitation, the right to

give instructions to the Account Bank pursuant to the Accounts Agreement.

23. POST-ENFORCEMENT PRIORITY OF PAYMENTS

23.1 Upon the occurrence of an Issuer Event of Default and prior to the full discharge of all

Transaction Secured Obligations, any credit (other than (i) any Transaction Cost Fee; (ii) any

interest earned on any balance credited to the Commingling Reserve Account; (iii) any interest

earned on any balance credited to the Set-Off Reserve Account; and (iv) any interest earned on

any balance credited to the Liquidity Reserve Account; and (v) any Swap Collateral (except to

the extent that the value of such Swap Collateral has been applied, pursuant to the provisions of

the Swap Agreement, to reduce the amount that would otherwise be payable by the Swap

Counterparty to the Issuer on early termination of the Swap Agreement) which shall be returned

directly to the Swap Counterparty) on the Transaction Account, on the Commingling Reserve

Account, on the Set-Off Reserve Account, on the Liquidity Reserve Account and on the Purchase

Shortfall Account (including, for the avoidance of doubt, any account of the Transaction Security

Trustee opened in accordance with Clause 14 (Accounts Termination)), and any proceeds

obtained from the enforcement of the Collateral in accordance with Clause 19 (Enforcement of

Collateral) (together, "Credit") shall be applied exclusively in accordance with the post-

enforcement priority of payments ("Post-Enforcement Priority of Payments") set out in

Clause 23.2 below.

23.2 Upon the occurrence of an Issuer Event of Default, on any Payment Date any Credit shall be

applied in the following order towards fulfilling the payment obligations of the Issuer, in each

case to the extent payments of a higher priority have been made in full:

first, to pay any obligation of the Issuer with respect to tax under any applicable law (if any);

second, to pay any fees, costs, taxes (excluding, for the avoidance of doubt, any income taxes or

other general taxes due and payable in the ordinary course of business), expenses and other

amounts due to the Transaction Security Trustee under the Transaction Documents;

third, to pay pari passu with each other on a pro rata basis any fees, costs, taxes (excluding, for


business), expenses and other amounts due to the Corporate Administrator under the Corporate

Administration Agreement, the Data Trustee under the Data Trust Agreement, and the Account

Bank under the Accounts Agreement, the Principal Paying Agent, the Calculation Agent and the

Cash Administrator under the Agency Agreement, the Joint Lead Managers under the

Subscription Agreement (excluding any commissions and concessions which are payable to the

Joint Lead Managers under the Subscription Agreement on the Note Issuance Date and which are

to be paid by the Issuer by applying the funds disbursed to it under the Funding Loan), the

relevant stock exchange on which the Notes may be listed, any listing agent, any intermediary

between the Issuer, the Noteholders and the relevant stock exchange, the Common Safekeeper or

any other relevant party with respect to the issue of the Notes, any amounts due and payable by

the Issuer in connection with the establishment of the Issuer, and any other amounts due and

payable or which are expected to fall due and payable by the Issuer in connection with the

liquidation or dissolution (if applicable) of the Issuer or any other fees, costs and expenses, and a

reserved profit of the Issuer of up to EUR 500 annually and any fees, costs, taxes (excluding, for


business), expenses and other amounts due to the directors of the Issuer (properly incurred with

respect to their duties), legal advisers or auditors of the Issuer, the Rating Agencies (including

any ongoing monitoring fees);

fourth, to pay pari passu with each other on a pro rata basis any fees, costs, taxes (excluding, for


business), expenses and other amounts due to the Servicer under the Servicing Agreement or

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otherwise, and any such amounts due to any substitute servicer (including any expenses, costs

and fees incurred in the course of replacement) for the Purchased Receivables and any Related

Collateral which may be appointed from time to time in accordance with the Receivables

Purchase Agreement or the Servicing Agreement and any such costs and expenses incurred by

the Issuer itself in the event that the Issuer collects and/or services the Purchased Receivables or

any Related Collateral;

fifth, to pay any amount due and payable to the Swap Counterparty under the Swap Agreement,

other than any termination payment (as determined pursuant to the Swap Agreement) due and

payable to the Swap Counterparty if an event of default has occurred under the Swap Agreement

with respect to the Swap Counterparty or a failure by the Swap Counterparty to comply with the

Rating Agencies' swap criteria;

sixth, to pay Class A Notes Interest due and payable on such Payment Date, pro rata on each

Class A Note;

seventh, to pay any Class A Notes Principal as of such Payment Date, pro rata on each Class A

Note;

eighth, after the Class A Notes have been redeemed in full, to pay Class B Notes Interest due and

payable on such Payment Date, pro rata on each Class B Note;

ninth, to pay any Class B Notes Principal as of such Payment Date, pro rata on each Class B

Note;

tenth, after the Class B Notes have been redeemed in full, to pay Class C Notes Interest due and

payable on such Payment Date, pro rata on each Class C Note;

eleventh, to pay any Class C Notes Principal as of such Payment Date, pro rata on each Class C

Note;

twelfth, after the Class C Notes have been redeemed in full, to pay Class D Notes Interest due and

payable on such Payment Date, pro rata on each Class D Note;

thirteenth, to pay any Class D Notes Principal as of such Payment Date, pro rata on each Class D

Note;

fourteenth, after the Class D Notes have been redeemed in full, to pay Class E Notes Interest due

and payable on such Payment Date, pro rata on each Class E Note;

fifteenth, to pay any Class E Notes Principal as of such Payment Date, pro rata on each Class E

Note;

sixteenth, to pay any termination payment (as determined pursuant to the Swap Agreement) due

and payable to the Swap Counterparty under the Swap Agreement if an event of default has

occurred under the Swap Agreement with respect to the Swap Counterparty or a failure by the

Swap Counterparty to comply with the Rating Agencies' swap criteria;

seventeenth, to pay any amounts owed by the Issuer to the Seller under the Receivables Purchase

Agreement in respect of (i) any valid return of a direct debit (Lastschriftrückbelastung) (to the

extent such returns do not reduce the Collections for the Collection Period ending on the Cut-Off

Date immediately preceding such Payment Date), (ii) any tax credit, relief, remission or

repayment received by the Issuer on account of any tax or additional amount paid by the Seller or

(iii) any Deemed Collection paid by the Seller for a Disputed Receivable which proves

subsequently with res judicata (rechtskräftig festgestellt) to be an enforceable Purchased

Receivable, or otherwise (including, for the avoidance of doubt, any claims of the Seller against

the Issuer for breach of obligation) under the Receivables Purchase Agreement or other

Transaction Documents; and

eighteenth, to pay any remaining amount to the Seller,

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provided that any payment to be made by the Issuer under items first to fourth (inclusive) with

respect to taxes shall be made on the Business Day on which such payment is then due and

payable using the Credit.

24. RELATIONSHIP TO THIRD PARTIES

24.1 In relation to the Collateral, the Post-Enforcement Priority of Payments shall, subject to

applicable law, be binding on all creditors of the Issuer which are parties to this Agreement,

provided that in relation to any other assets of the Issuer, the Post-Enforcement Priority of

Payments shall only apply internally between the Beneficiaries, the Transaction Security Trustee

and the Issuer; in respect of third party relationships, the rights of the Beneficiaries and the

Transaction Security Trustee shall have equal rank to those of third party creditors of the Issuer.

24.2 The Post-Enforcement Priority of Payments shall also apply if the Transaction Secured

Obligations are transferred to third parties by way of assignment, subrogation into a contract or

otherwise.

25. OVERPAYMENT

All payments to Beneficiaries shall be subject to the condition that, if a payment is made to a

creditor in breach of the Post-Enforcement Priority of Payments, such creditor shall re-pay the

amount so received to the Transaction Security Trustee by payment to the Transaction Account

(including any account established by the Transaction Security Trustee in accordance with

Clause 14 (Accounts Termination) hereof). The Transaction Security Trustee shall then pay out

the monies so received in the way that they were payable in accordance with the Post-

Enforcement Priority of Payments on the relevant Payment Date. If such overpayment is not

repaid by the Payment Date following the overpayment or if the claim to repayment is not

enforceable, the Transaction Security Trustee is authorised and obliged to make payments in such

a way that any over- or under-payments made in breach of Clause 23 (Post-Enforcement Priority

of Payments) are set off by correspondingly decreased or increased payments on such Payment

Date (and, to the extent necessary, on all subsequent Payment Dates).

26. RETAINING THIRD PARTIES

26.1 In individual instances, the Transaction Security Trustee may, at market prices (if appropriate,

after obtaining several offers), retain the services of a suitable law firm, accounting firm, credit

institution and other experts or seek information and advice from legal counsel, financial

consultants, banks and other experts in the Federal Republic of Germany or elsewhere (and

irrespective of whether such persons are already retained by the Transaction Security Trustee, the

Issuer, a Beneficiary, or any other person involved in the transactions in connection with the

Transaction Documents), to assist it in performing the duties assigned to it under this Agreement

and the other Transaction Security Documents, and/or by delegating the entire or partial

performance of the following duties:

(a) the taking of specific measures under Clause 16 (Breach of Obligations by the Issuer),

particularly the enforcement of certain claims of the Issuer or any Beneficiary;

(b) enforcement of Collateral pursuant to Clause 19.2 (Enforcement of Collateral);

(c) the settlement of payments under Clause 20 (Payments upon Occurrence of an Issuer

Event of Default);

(d) the settlement of over-payments under Clause 25 (Overpayment);

(e) any other duty of the Transaction Security Trustee under this Agreement and the other

Transaction Security Documents if the delegation of the entire or partial performance of

such duty is not, in the discretion of the Transaction Security Trustee, subject to Clause

3.1 (Position of Transaction Security Trustee in Relation to Beneficiaries) materially

prejudicial to the interests of the Beneficiaries.

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Any fees, costs, charges and expenses, indemnity claims and any other amounts payable by the

Transaction Security Trustee to such third parties or advisers shall be reimbursed by the Issuer.

26.2

(a) Subject to Clause 26.2 (b), the Transaction Security Trustee may rely on such third

parties and any information and advice obtained therefrom without having to make its

own investigations. The Transaction Security Trustee shall not be liable for any wilful

misconduct or negligence of such persons (Vorsatz und Fahrlässigkeit).

(b) The Transaction Security Trustee shall be liable for any damages or losses caused by it

relying on such third parties or acting in reliance on information or advice of such

advisers only in accordance with Clause 35 (Standard of Care for Liability) with respect

to the selection and supervision of such third parties.

26.3 The Transaction Security Trustee may sub-contract or delegate the performance of some (but not

all) of its obligations other than those referred to in Clause 26.1 provided that the Transaction

Security Trustee shall not thereby be released or discharged from and shall remain responsible

for the performance of such obligations and the performance or nonperformance, and the manner

of performance, of any subcontractor or delegate of any of such delegated obligations shall not

affect the Transaction Security Trustee's obligations. Any breach in the performance of the

delegated obligations by such sub-contractor or delegate shall not be treated as a breach of

obligation by the Transaction Security Trustee pursuant to Section 278 of the German Civil Code

(Bürgerliches Gesetzbuch); however, the Transaction Security Trustee shall remain liable for

diligently selecting and supervising such subcontractors and delegates in accordance with

Clause 35 (Standard of Care for Liability) hereof.

26.4 The Transaction Security Trustee shall promptly notify in writing the Rating Agencies of every

retainer of a third party made pursuant to this Clause 26 (such notice to include the name of the

third party).

27. REPRESENTATIONS AND WARRANTIES OF THE ISSUER

The Issuer hereby represents and warrants that, at the date hereof:

(a) it is a company duly incorporated under the laws of Germany with power to enter into

this Agreement and each other document and agreement relating hereto and to exercise

its rights and perform its obligations hereunder and thereunder and all corporate and

other action required to authorise the execution of and the performance by the Issuer of

its obligations hereunder and thereunder has been duly taken;

(b) under the laws of Germany in force at the date hereof, it will not be required to make any

deduction or withholding from any payment it may make under this Agreement or any

other document or agreement relating thereto to which it is expressed to be a party;

(c) in any proceedings taken in Germany in relation to all or any of this Agreement and each

other document and agreement relating hereto it will not be entitled to claim for itself or

any of its assets immunity from suit, execution, attachment or other legal process;

(d) all acts, conditions and things required to be done, fulfilled and performed in order (i) to

enable it lawfully to enter into, exercise its rights under and perform and comply with the

obligations expressed to be assumed by it in this Agreement and each other document

and agreement relating hereto and (ii) to ensure that the obligations expressed to be

assumed by it herein and therein are legal, valid and binding have been done, fulfilled

and performed;

(e) under the laws of Germany in force at the date hereof the obligations expressed to be

assumed by it in this Agreement and each other document and agreement relating hereto

are legal and valid obligations binding on it in accordance with the terms hereof and

thereof save as the same may be limited by the bankruptcy, insolvency or other similar

laws of general application;

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(f) it has not taken any corporate action nor have any other steps been taken or legal

proceedings been started or (to the best of its knowledge and belief) threatened against it

for its winding-up, dissolution or re-organisation or for the appointment of a receiver,

administrator, administrative receiver, examiner, trustee in bankruptcy, liquidator,

sequestrator or similar officer of it or of any or all of its assets or revenues and it is not

unable to pay its debts when they fall due;

(g) no action or administrative proceeding of or before any court or agency has been started

or (to the best of its knowledge and belief) threatened as to which, in its judgement there

is a likelihood of an adverse judgment which would have a material adverse effect on its

business or financial condition or on its ability to perform its obligations under any of

this Agreement or the other documents and agreements relating hereto;

(h) save for the Transaction Security Documents it has not created any encumbrance over all

or any of its present or future revenues or assets and the execution of this Agreement and

each other document and agreement relating hereto and the exercise by it of its rights

and performance of its obligations hereunder and thereunder will not result in the

existence of nor oblige it to create any encumbrance over all or any of its present or

future revenues or assets except as provided therein;

(i) the execution of this Agreement and each other document and agreement relating hereto

and the exercise by it of its rights and performance of its obligations hereunder and

thereunder do not constitute and will not result in any breach of any agreement or treaty

to which it is a party or which is binding upon it;

(j) the execution of this Agreement and each other document and agreement relating hereto

constitute, and the exercise of its rights and performance of its obligations hereunder and

thereunder will constitute, private and commercial acts done and performed for private

and commercial purposes;

(k) no Issuer Event of Default has occurred and is continuing;

(l) its obligations hereunder were entered into on arm's length terms; and

(m) it has opened each of the Transaction Account, the Commingling Reserve Account, the

Set-Off Reserve Account, the Purchase Shortfall Account and the Swap Cash Collateral

Account with the Account Bank.

28. FEES

The Issuer shall pay the Transaction Security Trustee a fee as separately agreed upon between the

Issuer and the Transaction Security Trustee in a fee letter dated on or about the date hereof.

29. REIMBURSEMENT OF EXPENSES

In addition to the remuneration of the Transaction Security Trustee, the Issuer shall pay all

reasonable out-of-pocket costs, charges and expenses (including, without limitation, legal and

travelling expenses and fees and expenses of its agents, delegates and advisors) which the

Transaction Security Trustee properly incurs in relation to the negotiation, preparation and

execution of this Agreement and the other Transaction Documents, any action taken by it under

or in relation to this Agreement or any of the other Transaction Documents or any amendment,

renewals or waivers made in accordance with the Transaction Documents in respect hereof.

30. RIGHT TO INDEMNIFICATION

30.1 The Issuer shall indemnify the Transaction Security Trustee in respect of all proceedings

(including claims and liabilities in respect of taxes other than on the Transaction Security

Trustee's own overall net profits, income or gains and subject to Clause 31.2 (Taxes), losses,

claims and demands and all costs, charges, expenses, and liabilities to which the Transaction

Security Trustee (or any third party pursuant to Clause 26 (Retaining Third Parties) may be or

become liable or which may be incurred by the Transaction Security Trustee (or any such third

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party) in respect of anything done or omitted in relation to this Agreement and any of the other

Transaction Documents (other than the Funding Loan Agreement), unless such costs and

expenses are incurred by the Transaction Security Trustee due to a breach of the duty of care

provided for in Clause 35 (Standard of Care for Liability).

For the avoidance of doubt it is hereby agreed that any indemnities shall be owed by the Issuer

and that the Transaction Security Trustee has no right of indemnification against the

Beneficiaries hereunder unless it has received instruction from any Beneficiary or Beneficiaries

(other than the Noteholders) in accordance with Clause 19.3 (Notification).

30.2 The Transaction Security Trustee shall not be bound to take any action under or in connection

with this Agreement or any other Transaction Document or any document executed pursuant to

any of them including, without limitation, forming any opinion or employing any agent, unless in

all cases, it is fully indemnified and/or secured (including under the Post-Enforcement Priority of

Payments), and is reasonably satisfied that the Issuer will be able to honour any indemnity in

accordance with the Post-Enforcement Priority of Payments as set out in Clause 23 (Post-

Enforcement Priority of Payments) hereof, against all liabilities, proceedings, claims and

demands to which it may be or become liable and all costs, charges and expenses which may be

incurred by it in connection with them for which purpose the Transaction Security Trustee may

require payment in advance of such liabilities being incurred of an amount which it considers

(without prejudice to any further demand) sufficient to indemnify it or security satisfactory to it.

31. TAXES

31.1 The Issuer shall bear all stamp duties, transfer taxes and other similar taxes, duties or charges

which are imposed in any jurisdiction on or in connection with (i) the creation of, holding of, or

enforcement of the Collateral, (ii) any action taken by the Transaction Security Trustee pursuant

to the Terms and Conditions of the Notes or the other Transaction Documents, and (iii) the issue

of the Notes or the conclusion of Transaction Documents.

31.2 All payments of fees and reimbursements of expenses to the Transaction Security Trustee shall

include any turnover taxes, value added taxes or similar taxes, other than taxes on the

Transaction Security Trustee's net profits, overall income or gains, which are imposed in the

future on the services of the Transaction Security Trustee under the Transaction Documents.

32. RESIGNATION

32.1 Resignation

The Transaction Security Trustee may resign from its office as Transaction Security Trustee at

any time by giving two (2) months prior written notice, provided that upon or prior to the last

Business Day of such notice period a reputable accounting firm or financial institution which is

experienced in the business of transaction security trusteeship in the context of securitisations of

assets originated in Germany and which has obtained any required authorisations and licences

("Eligible Institution") has been appointed by the Issuer as successor ("New Transaction

Security Trustee") and such appointee assumes all rights and obligations arising from this

Agreement, the other Transaction Security Documents and any other Transaction Document to

which the Transaction Security Trustee is a party and which has been furnished with all

authorities and powers that have been granted to the Transaction Security Trustee. The

Transaction Security Trustee shall promptly notify in advance and in writing the Issuer and the

Rating Agencies of its intention of resignation. The Issuer shall, upon receipt of the written

notice of resignation referred to in the first sentence of this Clause 32.1, promptly appoint an

Eligible Institution as New Transaction Security Trustee. The Transaction Security Trustee shall

have the right (but no obligation) to nominate a new Transaction Security Trustee for

appointment by the Issuer. The Issuer shall have the right to veto any nomination of a New

Transaction Security Trustee by the resigning Transaction Security Trustee if such new

Transaction Security Trustee is not an Eligible Institution or if any other Eligible Institution has

been appointed by the Issuer to be the new Transaction Security Trustee and has accepted such

appointment. The proposed appointment of the New Transaction Security Trustee shall further be

subject to Clauses 32.2 (Effects of Resignation) and 34.4 (Notification to the Rating Agencies)

below.

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32.2 Effects of Resignation

Any termination of the appointment of the Transaction Security Trustee shall not become

effective unless (i) the Issuer has been liquidated and the proceeds of liquidation distributed to

the Noteholders and the other Beneficiaries in accordance with this Agreement or, if earlier, no

obligations under the Notes and the other Transaction Secured Obligations are outstanding, or (ii)

a new Transaction Security Trustee has been appointed and has accepted such transaction

security trusteeship (subject to Clause 34.4 (Notification to the Rating Agencies) below).

32.3 Continuation of Rights and Obligations

Notwithstanding a termination pursuant to Clause 32.1 (Resignation), the rights and obligations

of the Transaction Security Trustee shall continue until the appointment of the new Transaction

Security Trustee has become effective and the assets and rights have been assigned to it pursuant

to Clause 34.1 (Transfer of Collateral). None of the provisions of this Clause 32 shall affect the

right of the Transaction Security Trustee to resign from its office for good cause (aus wichtigem

Grund) with immediate effect.

33. REPLACEMENT OF TRANSACTION SECURITY TRUSTEE

The Issuer shall be authorised and obliged to replace the Transaction Security Trustee with a

reputable accounting firm or financial institution (which is experienced in the business of

transaction security trusteeship in securitisation transactions and which has obtained any required

authorisations, registrations and licences), if the Issuer has been so instructed in writing by (i)

one or more Class A Noteholders representing at least 25% of the outstanding Class A Principal

Amount, unless Class A Noteholders representing at least 50% of the outstanding Class A

Principal Amount instruct the Issuer not to replace the Transaction Security Trustee, (ii) if no

Class A Notes are outstanding, one or more Class B Noteholders representing at least 25% of the

outstanding Class B Principal Amount, unless Class B Noteholders representing at least 50% of

the outstanding Class B Principal Amount instruct the Issuer not to replace the Transaction

Security Trustee, (iii) if no Class B Notes are outstanding, one or more Class C Noteholders

representing at least 25% of the outstanding Class C Principal Amount, unless Class C

Noteholders representing at least 50% of the outstanding Class C Principal Amount instruct the

Issuer not to replace the Transaction Security Trustee, (iv) if no Class C Notes are outstanding,

one or more Class D Noteholders representing at least 25% of the outstanding Class D Principal

Amount, unless Class D Noteholders representing at least 50% of the outstanding Class d

Principal Amount instruct the Issuer not to replace the Transaction Security Trustee, (v) if no

Class D Notes are outstanding, one or more Class E Noteholders representing at least 25% of the

outstanding Class E Principal Amount, unless Class E Noteholders representing at least 50% of

the outstanding Class E Principal Amount instruct the Issuer not to replace the Transaction

Security Trustee or (vi) if no Notes remain outstanding, any Beneficiary or Beneficiaries

representing at least 25% of all Beneficiaries to which any amounts are owed, unless

Beneficiaries representing at least 50% of all Beneficiaries to which any amounts are owed

instruct the Issuer not to replace the Transaction Security Trustee.

Any replacement of the Transaction Security Trustee shall be notified by the Issuer to the Rating

Agencies by giving not less than thirty (30) calendar days notice.

34. TRANSFER OF COLLATERAL

34.1 Transfer of Collateral

In the case of a replacement of the Transaction Security Trustee pursuant to Clause 32

(Resignation) or Clause 33 (Replacement of Transaction Security Trustee), the Transaction

Security Trustee shall forthwith transfer the Collateral and other assets and other rights it holds as

fiduciary (Treuhänder) under any Transaction Security Document, as well as its Transaction

Security Trustee Claim under Clause 4 (Position of Transaction Security Trustee in Relation to

the Issuer) and the pledge granted to it pursuant to Clause 6 (Pledge) to the New Transaction

Security Trustee. Without prejudice to this obligation, the Issuer shall hereby be irrevocably

authorised to effect such transfer on behalf of the Transaction Security Trustee as set out in the

first sentence and is for that purpose exempted from the restrictions under Section 181 of the

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German Civil Code (Bürgerliches Gesetzbuch) and any similar provisions contained in the laws

of any other country.

34.2 Assumption of Obligations

In the event of a replacement of the Transaction Security Trustee pursuant to Clause 32

(Resignation) or Clause 33 (Replacement of Transaction Security Trustee), the Transaction

Security Trustee shall reach an agreement with the new Transaction Security Trustee that the new

Transaction Security Trustee assumes the obligations of the Transaction Security Trustee's

obligations under each Transaction Security Document.

34.3 Costs

The costs incurred in connection with replacing the Transaction Security Trustee pursuant to

Clause 32 (Resignation) or Clause 33 (Replacement of Transaction Security Trustee)shall be

borne by the Issuer. If such replacement is due to the conduct of the Transaction Security Trustee

constituting good cause (wichtiger Grund) for termination, the Issuer shall be entitled, without

prejudice to any additional rights, to claim damages from the Transaction Security Trustee in the

amount of such costs.

34.4 Notification to the Rating Agencies

The appointment of a new Transaction Security Trustee in accordance with Clause 32

(Resignation) or Clause 33 (Replacement of Transaction Security Trustee) shall be notified by

the Issuer to the Rating Agencies and shall be subject that such appointment would not result in

the rating of the Notes being downgraded or withdrawn, unless the Purchaser, the Seller (if

different) and the Transaction Security Trustee have consented to such amendment in writing

(such consent not to be unreasonably withheld and to be granted if the Rating Agencies have

been notified).

34.5 Accounting

The Transaction Security Trustee shall be obliged to account to the New Transaction Security

Trustee for its activities under or with respect to each Transaction Security Document.

35. STANDARD OF CARE FOR LIABILITY

The Transaction Security Trustee shall be liable for any breach of its obligations under this

Agreement only if it fails to meet the standard of care it exercises in its own affairs (Sorgfalt in

eigenen Angelegenheiten) which shall at least be the standard of care of a prudent merchant

(Sorgfalt eines ordentlichen Kaufmanns).

36. GENERAL

36.1 The Transaction Security Trustee shall not be liable for: (i) any action or failure to act of the

Issuer or of other parties to the Transaction Documents; (ii) the Transaction Documents

(including any security interest created there under) not being legal, valid, binding or enforceable,

or for the fairness of the provisions of the Transaction Documents; (iii) a loss of documents

related to the Collateral not attributable to the negligence of the Transaction Security Trustee;

and (iv) in no event shall the Transaction Security Trustee, and/or the Principal Paying Agent

and/or the Account Bank be liable for any Losses (i) arising from receiving or transmitting any

data from the Issuer, or any Authorised Person via any non-secure method of transmission or

communication, such as, but without limitation, by facsimile or email, or (ii) that the Issuer

would be able to claim pursuant to Section 252 of the German Civil Code (Bürgerliches

Gesetzbuch). The Issuer accepts that some methods of communication are not secure, and the

Account Bank and/or the Principal Paying Agent shall incur no liability for receiving Instructions

via any such non-secure method. The Account Bank and/or the Principal Paying Agent are

authorised to comply with and rely upon any such notice, instructions or other communications

believed by it to have been sent by an Authorised Person. The Issuer shall use all reasonable

endeavours to ensure that instructions transmitted to the Account Bank and/or the Principal

paying Agent pursuant to this Agreement are completed and correct. Any instructions shall be

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conclusively deemed to be valid instructions from the Issuer to the Account Bank and/or the

Principal Paying Agent for the purposes of this Agreement.

36.2 The Transaction Security Trustee may call for and shall be at liberty to accept a certificate signed

by any two (2) directors of the Issuer as sufficient evidence of any fact or matter or the

expediency of any transaction or thing, and to treat such a certificate to the effect that any

particular dealing or transaction or step or thing is, in the opinion of the persons so certifying,

expedient or proper as sufficient evidence that it is expedient or proper, and the Transaction

Security Trustee shall not be bound in any such case to call for further evidence or be responsible

for any loss or liability that may be caused by acting on any such certificate.

36.3 The Transaction Security Trustee shall (save as otherwise expressly provided herein) as regards

all the powers, authorities and discretions vested in it by or pursuant to any Transaction

Document (including this Agreement) to which the Transaction Security Trustee is a party or

conferred upon the Transaction Security Trustee by operation of law (the exercise of which, as

between the Transaction Security Trustee and the Beneficiaries, shall be conclusive and binding

on the Beneficiaries) have discretion as to the exercise or non-exercise thereof and, provided it

shall not have acted in violation of its standard of care as set out in Clause 35 (Standard of Care

for Liability), the Transaction Security Trustee shall not be responsible for any loss, costs,

damages, expenses or inconvenience that may result from the exercise or non-exercise thereof.

36.4 The Transaction Security Trustee, as between itself and the Beneficiaries, shall have full power

to determine all questions and doubts arising in relation to any of the provisions of any

Transaction Document and every such determination, whether made upon a question actually

raised or implied in the acts or proceedings of the Transaction Security Trustee, shall be

conclusive and shall bind the Transaction Security Trustee and the Beneficiaries. In particular,

the Transaction Security Trustee may determine whether or not any event described in this

Agreement is, in its opinion, materially prejudicial to the interests of Beneficiaries and if the

Transaction Security Trustee shall certify that any such event is, in its opinion, materially

prejudicial, such certificate shall be conclusive and binding upon the Issuer and the relevant

Beneficiaries.

36.5 The Transaction Security Trustee may determine whether or not a default in the performance by

the Issuer of any obligation under the provisions of any Transaction Document is capable of

remedy and, if the Transaction Security Trustee shall certify that any such default is, in its

opinion, not capable of remedy, such certificate shall be conclusive and binding upon the Issuer

and the Beneficiaries.

36.6 Any consent given by the Transaction Security Trustee for the purposes of any Transaction

Document may be given on such terms and subject to such conditions (if any) as the Transaction

Security Trustee thinks fit in its discretion (including the right to seek Noteholders' directions)

and, notwithstanding anything to the contrary contained in any Transaction Document may be

given retrospectively.

36.7 The Transaction Security Trustee shall not be responsible for recitals, statements, warranties or

representations of any party (other than those relating to or provided by it) contained in any

Transaction Document or other document entered into in connection therewith and may rely on

the accuracy and correctness thereof (absent actual knowledge to the contrary) and shall not be

responsible for the execution, legality, effectiveness, adequacy, genuineness, validity or

enforceability or admissibility in evidence of any such agreement or other document or security

thereby constituted or evidenced. The Transaction Security Trustee may accept without enquiry,

requisition or objection such title as the Issuer may have to the Collateral or any part thereof from

time to time and shall not be bound to investigate or make any enquiry into the title of the Issuer

to the Collateral or any part thereof from time to time.

36.8 The Transaction Security Trustee shall not be liable for any error of judgement made in good

faith by any officer or employee of the Transaction Security Trustee assigned by the Transaction

Security Trustee to administer its corporate trust matters unless such officer or employee has

failed to observe the standard of care provided for in Clause 35 (Standard of Care for Liability).

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36.9 No provision of this Agreement shall require the Transaction Security Trustee to do anything

which may be illegal or contrary to applicable law or regulation or expend or risk its own funds

or otherwise incur any financial liability in the performance of any of its duties, or in the exercise

of any of its rights or powers or otherwise in connection with any Transaction Document

(including, without limitation, forming any opinion or employing any legal, financial or other

adviser), if it determines in its sole discretion that repayment of such funds or adequate indemnity

against such risk or liability is not assured to it.

36.10 The Transaction Security Trustee shall not be responsible for the genuineness, validity,

effectiveness or suitability of any Transaction Documents or any other documents entered into in

connection therewith or any other document or any obligation or rights created or purported to be

created thereby or pursuant thereto or any security or the priority thereof constituted or purported

to be constituted thereby or pursuant thereto, nor shall it be responsible or liable to any person

because of any invalidity of any provision of such documents or the unenforceability thereof,

whether arising from statute, law or decisions of any court and (without prejudice to the

generality of the foregoing) the Transaction Security Trustee shall not have any responsibility for

or have any duty to make any investigation in respect of or in any way be liable whatsoever for:

(a) the nature, status, creditworthiness or solvency of the Issuer or any other person or entity

who has at any time provided any security or support whether by way of guarantee,

charge or otherwise in respect of any advance made to the Issuer;

(b) the execution, legality, validity, adequacy, admissibility in evidence or enforceability of

any Transaction Document or any other document entered into in connection therewith;

(c) the scope or accuracy of any representations, warranties or statements made by or on

behalf of the Issuer or any other person or entity who has at any time provided any

Transaction Document or in any document entered into in connection therewith:

(d) the performance or observance by the Issuer or any other person of any provisions or

stipulations relating to Notes or contained in any other Transaction Document or in any

document entered into in connection therewith or the fulfilment or satisfaction of any

conditions contained therein or relating thereto or as to the existence or occurrence at

any time of any default, event of default or similar event contained therein or any waiver

or consent which has at any time been granted in relation to any of the foregoing;

(e) the existence, accuracy or sufficiency of any legal or other opinions, searches, reports,

certificates, valuations or investigations delivered or obtained or required to be delivered

or obtained at any time in connection with the Transaction Documents;

(f) the failure by the Issuer to obtain or comply with any license, consent or other authority

in connection with the Collateral or the Transaction Documents or the failure to effect or

procure registration of or to give notice to any person in relation to or otherwise protect

the security created or purported to be created by or pursuant to any of the Collateral or

the Transaction Documents or other documents entered into in connection therewith; or

(g) any accounts, books, records or files maintained by the Issuer or any other person in

respect of any of the Collateral or the Transaction Documents.

36.11 The Transaction Security Trustee may, in the absence of actual knowledge to the contrary,

assume without enquiry that the Issuer and each of the other parties to the Transaction

Documents is duly performing and observing all of the provisions of those documents binding on

or relating to it and that no event has happened which constitutes an Issuer Event of Default.

37. UNDERTAKINGS OF THE ISSUER IN RELATION TO THE COLLATERAL

The Issuer hereby undertakes vis-à-vis the Transaction Security Trustee:

(a) not to sell the Collateral and to refrain from all actions and omissions to act (excluding,

for the avoidance of doubt, the collection and enforcement of the Collateral in the

ordinary course of business or otherwise dealing with the Collateral in accordance with

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the Transaction Documents) which may result in a significant (wesentlichen) decrease in

the aggregate value or in a loss of the Collateral;

(b) promptly to notify the Transaction Security Trustee in the event of becoming aware that

the rights of the Transaction Security Trustee in the Collateral are impaired or

jeopardised by way of an attachment or other actions of third parties, by sending a copy

of the attachment or transfer order or of any other document on which the enforcement

claim of the third party is based and which it has received, as well as all further

documents available to it which are required or useful to enable the Transaction Security

Trustee to file proceedings and take other actions in defence of its rights. In addition, the

Issuer shall promptly inform the attachment creditor (Pfändungsgläubiger) and other

third parties in writing of the rights of the Transaction Security Trustee in the Collateral;

and

(c) to permit the Transaction Security Trustee or its representatives to inspect its books and

records at any time during usual business hours for purposes of verifying and enforcing

the Collateral, to give any information necessary for such purpose, and to make the

relevant records available for inspection.

38. OTHER UNDERTAKINGS OF THE ISSUER

38.1 The Issuer undertakes to:

(a) promptly notify the Transaction Security Trustee and the Rating Agencies in writing if

circumstances occur which constitute an Issuer Event of Default;

(b) give the Transaction Security Trustee at any time such other information available to it

which the Transaction Security Trustee may reasonably demand for the purpose of

performing its duties under the Transaction Documents;

(c) send to the Transaction Security Trustee one copy in English of any balance sheet, any

profit and loss accounts, any schedule on the origin and the allocation of funds, any

report or notice or any other memorandum sent out by the Issuer to its shareholders

either at the time of the mailing of those documents to the shareholders or as soon as

possible thereafter;

(d) send or have sent to the Transaction Security Trustee a copy of any notice given to the

Noteholders in accordance with the Terms and Conditions of the Notes immediately, or

at the latest, on the day of the publication of such notice;

(e) ensure that the Principal Paying Agent and the Issuer (acting through the Corporate

Administrator) notify the Transaction Security Trustee and the Rating Agencies

immediately if they do not receive the monies needed to discharge in full any obligation

to pay or repay the full or partial principal or interest amounts due to the Noteholders

and/or the Notes on any Payment Date;

(f) notify the Transaction Security Trustee of any written amendment to any Transaction

Document under which rights of the Transaction Security Trustee arise and to which the

Transaction Security Trustee is not a party;

(g) to have always at least one independent managing director (Geschäftsführer);

(h) not to enter into any other agreements unless such agreement contains "Limited

Recourse", "Non-Petition" and "Limitation on Payments" provisions as set out in

Clause 44 (No Liability and No Right to Petition and Limitation on Payments) of this

Agreement and any third party replacing any of the parties to the Transaction Documents

(other than the Funding Loan Agreement) is allocated the same ranking in the Pre-

Enforcement Priority of Payments and the Post-Enforcement of Payments as was

allocated to such creditor and, such third party accedes to this Agreement as

Replacement Beneficiary in accordance with Clause 40 (Accession of Replacement

Beneficiaries);

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(i) do all such things as are necessary to maintain and keep in full force and effect its

corporate existence;

(j) ensure that it has the capacity and is duly qualified to conduct its business as it is

conducted in all applicable jurisdictions;

(k) procure that no change is made to the general nature or scope of its business from that

carried on at the date of this Agreement;

(l) carry on and conduct its business in its own name and in all dealings with all third

parties and the public, identify itself by its own corporate name as a separate and distinct

entity and not identify itself as being a division or part of any other entity whatsoever;

(m) hold itself out as a separate entity and take reasonable measures to correct any

misunderstanding regarding its separate identity known to it; and prepare and maintain

its own full and complete books, records, stationary, invoices and checks, and financial

statements separately from those of any other entity including, without limitation, any

related company and shall ensure that any such financial statements will comply with

generally accepted accounting principles;

(n) observe all corporate and other formalities required by its constitutional documents;

(o) maintain adequate capital in light of its contemplated business operations and pay its

own liabilities out of its own funds; and

(p) three (3) months prior to the expiry of the exemption from withholding tax (and

solidarity surcharge thereon) for interest paid on the Notes granted in favour of the Issuer

and evidenced by a certificate issued by the competent tax authority in Germany

(Dauerüberzahlerbescheinigung), the Issuer shall apply for a renewal of such exemption;

(q) unless the following notifications have already been made pursuant to another

Transaction Document, without undue delay following the termination of the Servicer, to

notify, or procure notification of, each Debtor of the assignment of the relevant

Purchased Receivables and the Related Collateral and to provide such Debtor with the

contact details of the Issuer in accordance with Section 496(2) of the German Civil Code

(Bürgerliches Gesetzbuch);

(r) to transfer any Swap Collateral to the Swap Cash Collateral Account;

(s) subject to being provided by the Servicer with the relevant loan level details as

contemplated by the Servicing Agreement, to use its best efforts to make loan level

details available in such manner as may be required in the future to comply with the

Eurosystem eligibility criteria (as set out in Annex VIII (loan level data reporting

requirements for asset-backed securities) of the Guideline (EU) 2015/510 of the

European Central Bank of 19 December 2014 on the implementation of the Eurosystem

monetary policy framework (ECB/2014/60) (recast), as amended and applicable from

time to time), subject to applicable data protection and banking secrecy requirements;

(t) have exclusive and unlimited access to its records and any other documents pertaining to

its business, and keep such records and documents at its registered office in Germany,

separate from those of any other person or entity;

(u) maintain an arm's length relationship with its affiliates (if any); and

(v) to maintain its accounts separate from those of any other person or entity.

38.2 The Issuer undertakes that it will not, save as contemplated or permitted by this Agreement or

any other Transaction Document:

(a) sell, transfer or otherwise dispose of or cease to exercise direct control over any part of

its present or future undertaking, assets, rights or revenues or otherwise dispose of or use,

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invest or otherwise deal with any of its assets or undertaking or grant any option or right

to acquire the same, whether by one or a series of transactions related or not;

(b) enter into any amalgamation, demerger, merger or corporate reconstruction;

(c) make any loans, grant any credit or give any guarantee or indemnity to or for the benefit

of any person or otherwise voluntarily assume any liability, whether actual or contingent,

in respect of any obligation of any other person or hold out its credit as being available

to satisfy the obligations of third parties;

(d) permit its assets to become commingled with those of any other entity;

(e) permit its accounts and the debts represented thereby to become commingled with those

of any other entity; and

(f) acquire obligations or securities of its shareholder(s).

39. ACTIONS OF THE ISSUER REQUIRING CONSENT

So long as any part of the Notes remains outstanding, the Issuer shall not be entitled, without the

prior written approval of the Transaction Security Trustee (such approval shall not be given

unless the requirements of Clause 15 (Consent of the Transaction Security Trustee) are fulfilled)

or unless required by applicable law (and notified the other Rating Agencies), to:

(a) engage in any business or any other activities other than:

(i) the performance of its obligations under the Notes and the other Transaction

Documents to which it is a party and under any other agreements which have

been entered into in connection with the issue of the Notes or the other


(ii) the enforcement of its rights;

(iii) the performance of any acts which are necessary or desirable in connection with

(i) or (ii) above; and

(iv) the execution of all further documents and undertaking of all other actions, at

any time and to the extent permitted by law, which, in the opinion of the

Transaction Security Trustee, are necessary or desirable having regard to the

interests of the Noteholders in order to ensure that the Terms and Conditions of

the Notes are always valid;

(v) hold shares in any entity;

(vi) dispose of any assets or any part thereof or interest therein, unless permitted or

contemplated under (i) above;

(vii) pay dividends or make any other distribution to its shareholders in excess of

EUR 1,000 per annum;

(b) incur further indebtedness (other than as contemplated in (i) above);

(c) have any employees or own any real estate asset;

(d) create or permit to subsist any mortgage, lien, pledge, security interest or other

encumbrance in respect of any of its assets (except as hereunder permitted and except as

otherwise contemplated in (i) above);

(e) consolidate or merge with or into any other person;

(f) materially amend its articles of association (Gesellschaftsvertrag);

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(g) issue new shares or acquire shares, or capital or declare or pay dividends or any other

distributions of any kind whatsoever (other than the dividends provided for under

Clause 39(a)(vii)) above and except as contemplated by the Transaction Documents);

(h) seek to withdraw the ratings on any Class of Rated Notes; or

(i) open new accounts (other than as contemplated in (a) above).

40. ACCESSION OF REPLACEMENT BENEFICIARIES

40.1 Any party replacing any of the parties to an existing or future Transaction Document shall

become a party (or add a new capacity as a party hereto) to this Agreement (each, a

"Replacement Beneficiary") (without affecting any rights under general applicable law of such

Replacement Beneficiary or under any agreement with any other party to the Transaction

Documents (other than the Funding Loan Agreement) upon execution of an accession agreement

("Accession Agreement")) by the Transaction Security Trustee and any Replacement

Beneficiary in the form of Schedule 2 hereto.

40.2 The Transaction Security Trustee is hereby irrevocably authorised to execute such Accession

Agreement for and on behalf of the Issuer, and the Beneficiaries pursuant to Schedule 2 hereto

and to determine the ranking of any Replacement Beneficiary within the order provided for in the

Post-Enforcement Priority of Payments, provided that, without prejudice to Clause 3.1 (Position

of Transaction Security Trustee in Relation to the Beneficiaries), the Transaction Security

Trustee shall allocate to the Replacement Beneficiary the same ranking as was allocated to the

Beneficiary so replaced. Each party to this Agreement is hereby irrevocably exempted to the

fullest extent possible under law from the restrictions set out in Section 181 of the German Civil

Code (Bürgerliches Gesetzbuch) and any similar provisions under any applicable law of any

other country.

41. NOTICES

41.1 All notices under this Agreement shall be made in English and in writing via e-mail, mail or

facsimile, provided that notices given by e-mail or facsimile shall also be confirmed by mail.

41.2 (Omitted)

41.3 All notices to the Noteholders by the Transaction Security Trustee under or in connection with

this Agreement or the Notes shall either be (i) delivered to Euroclear and Clearstream

Luxembourg for communication by it to the Noteholders or (ii) made available for a period not

less than 30 calendar days but in any case only as long as any Notes are listed on the official list

of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the

Luxembourg Stock Exchange on the following website www.bourse.lu.

Any such notice referred to under Clause 41.3(i) shall be deemed to have been given to all

Noteholders on the seventh calendar day after the day on which such notice was delivered to the

ICSDs. Any notice referred to under Clause 41.3(ii) shall be deemed to have been given to all

Noteholders on the day on which it is made available on the website, provided that if so made

available after 4:00 p.m. (Frankfurt Time) it shall be deemed to have been given on the

immediately following calendar day.

41.4

(a) The Transaction Security Trustee shall not be liable for any Losses arising or caused by

it receiving or transmitting Instructions from or to the Issuer or any Authorised Person

by means of any facsimile or email, provided, however, that such Losses, so incurred

have not arisen from the gross negligence, fraud or wilful misconduct of the Transaction

Security Trustee.

(b) The Issuer acknowledges that communication by way of facsimile and E-Mail are not

secure and accepts the limitation of liability on the part of the Transaction Security

Trustee as set out in Clause 41.4(a). The Issuer shall use all reasonable endeavours to

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ensure that any Instruction transmitted or communicated by it or any Authorised Person

to the Transaction Security Trustee pursuant to this Agreement is complete and correct.

For the purpose of this Clause 41.4, the following terms shall have the following specific

meanings:

"Authorised Person" shall mean any person who is designated in writing by the Purchaser from

time to time to give instructions to the Transaction Security Trustee under the terms of this

Agreement.

"Instructions" shall mean any notices, directions or instructions written form (in Text form)

received by the Transaction Security Trustee in accordance with this Agreement from an

Authorised Person or from a person treasonably believed by the transaction security trustee to be

an Authorised Person.

"Losses" shall mean any and all claims, losses, liabilities, damages, costs, expenses and

judgments (including legal fees and expenses) sustained by any party to the Transaction

Documents or any Noteholder due to the contents contained in any Instruction received by the

Transaction Security Trustee from any Authorised Person being incomplete or incorrect.

41.5 Pursuant to any reasonable request for additional information to a Transaction Party from an

Agent, such Transaction Party shall provide such additional information to such Agent.

42. SEVERABILITY; CO-ORDINATION

42.1 Without prejudice to any other provision hereof, if one or more provisions hereof is or becomes

invalid, illegal or unenforceable for any reason in any jurisdiction or with respect to any party,

such invalidity, illegality or unenforceability in such jurisdiction or with respect to such party or

parties shall not, to the fullest extent permitted by applicable law, render invalid, illegal or

unenforceable such provision or provisions in any other jurisdiction or with respect to any other

party or parties hereto. Such invalid, illegal or unenforceable provision shall be replaced by the

relevant parties with a provision which comes as close as reasonably possible to the commercial

intentions of the invalid, illegal or unenforceable provision. In the event of any contractual gaps,

that provision shall be considered as agreed upon which most closely approximates the intended

commercial purpose hereof. This Agreement shall not be affected by the invalidity, illegality or

unenforceability with respect to any provision in any jurisdiction or with respect to any party of

any other Transaction Document or amendment agreement thereto.

42.2 The parties mutually agree to take all measures and actions that become necessary under

Clause 42.1 or for other reasons for the continued performance of this Agreement.

43. VARIATIONS, REMEDIES AND WAIVERS

43.1 No variation of this Agreement (including to this Clause 43) shall be effective unless it is in

writing, unless expressly provided otherwise. Waivers of this requirement as to form shall also be

made in writing. Any requirement of a written form (Schriftformerfordernis) agreed between the

parties to this Agreement shall not prevent the parties from making a reference to any other

agreement or document which is not attached as such to this Agreement. The Issuer and the

Transaction Security Trustee shall immediately inform the Rating Agencies in writing of any

variation of this Agreement.

43.2 This Agreement may be amended by the Issuer and the Transaction Security Trustee without the

consent of the Beneficiaries (but with effect for the Beneficiaries) if such amendments, in the

opinion of the Transaction Security Trustee, do not significantly adversely affect the interests of

the Beneficiaries. For that purpose the Transaction Security Trustee is hereby irrevocably

authorised to execute such amendments for and on behalf of the Beneficiaries and is hereby

irrevocably exempted to the fullest extent possible under law from the restrictions set out in

Section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and any similar provisions

under any applicable law of any other country.

43.3 This Agreement may only be amended with the consent of the Transaction Security Trustee.

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43.4 No failure to exercise, nor any delay in exercising, on the part of any party hereto, any right or

remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any

right or remedy prevent any further or other exercise thereof or the exercise of any other right or

remedy.

43.5 The rights and remedies herein provided are cumulative and not exclusive of any rights or

remedies provided by law or any other Transaction Document.

44. NO LIABILITY AND NO RIGHT TO PETITION AND LIMITATION ON PAYMENTS

44.1 No recourse under any obligation, covenant, or agreement of the Issuer contained in this

Agreement shall be had against any shareholder, officer, agent or managing director of the Issuer

as such, by the enforcement of any obligation (including, for the avoidance of doubt, any

obligation arising from false representations under this Agreement (other than by wilful default

or gross negligence)) or by any proceeding, by virtue of any statute or otherwise; it being

expressly agreed and understood that this Agreement is a corporate obligation of the Issuer and

no liability shall attach to or be incurred by the shareholders, officers, agents or managing

directors of the Issuer as such, or any of them, under or by reason of any of the obligations,

covenants or agreements of the Issuer contained in this Agreement, or implied therefrom, and

that any and all personal liability for breaches by the Issuer of any of such obligations, covenants

or agreements, either at law or by statute or constitution, of every such shareholder, officer, agent

or managing director is hereby expressly waived by the other parties hereto as a condition of and

consideration for the execution of this Agreement.

44.2 Each party hereto hereby agrees with the Issuer that it shall not (otherwise than as contemplated

in any Transaction Security Document), until the expiration of two (2) years and one (1) day after

all outstanding amounts under the last maturing Note issued by the Issuer have been paid in full:

(a) take any corporate action or other steps or legal proceedings for the winding-up,

administration, examinership, dissolution or re-organisation or for the appointment of a

receiver, administrator, examiner, administrative receiver, trustee in bankruptcy,

liquidator, sequestrator or similar officer regarding some or all of the revenues and assets

of the Issuer; or

(b) have any right to take any steps for the purpose of obtaining payment (other than through

the enforcement of the Collateral by the Transaction Security Trustee) of any amounts

payable to it under this Agreement by the Issuer (including, for the avoidance of doubt,

any payment obligation arising from false representations under this Agreement) and

shall not until such time take any steps to recover any debts or liabilities of any nature

whatsoever owing to it by the Issuer.

44.3 Notwithstanding any provision contained in this Agreement to the contrary, the Issuer shall not,

and shall not be obligated to, pay any amount pursuant to this Agreement unless the Issuer has

received funds or has any other future profits (künftige Gewinne), remaining liquidation proceeds

(Liquidationsüberschuss) or other positive balance of net assets (anderes freies Vermögen) which

may be used to make such payment in accordance with the Pre-Enforcement Priority of Payments.

Each party acknowledges that the obligations of the Issuer arising hereunder are limited recourse

obligations payable solely from the proceeds of the Collateral or any other future profits (künftige

Gewinne), remaining liquidation proceeds (Liquidationsüberschuss) or other positive balance of

net assets (anderes freies Vermögen) and, following realisation of the Collateral and the

application of the proceeds thereof in accordance with the Post-Enforcement Priority of

Payments set out in Clause ‎23.2 (Post-Enforcement Priority of Payments) of the Transaction

Security Agreement, any claims of any party to this Agreement against the Issuer (and the

obligations of the Issuer) shall be extinguished.

"Extinguished" for these purposes shall mean that such claim shall not lapse, but shall be

subordinated in accordance with Section 39 para 2 of the German Insolvency Code

(Insolvenzordnung) to all current and future claims of the other creditors of the Issuer as set out

in Section 39 para 1 no 1 to 5 of the German Insolvency Code (Insolvenzordnung). Any such

claims shall be settled only after all current and future claims of the Issuer's other creditors have

been settled if and to the extent the Issuer is in a position to settle such claims using future profits

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(künftige Gewinne), any remaining liquidation proceeds (Liquidationsüberschuss) or any positive

balance of the net assets (anderes freies Vermögen) of the Issuer.

44.4 Each party hereto agrees that any amount paid to it in breach of the Pre-Enforcement Priority of

Payments shall be re-paid to the Issuer. Such amount shall be allocated to the Available

Distribution Amount and shall be paid in accordance with the Pre- Enforcement Priority of

Payments on the immediately following Payment Date.

44.5 The provisions of this Clause 44 shall survive the termination of this Agreement.

45. NO SET-OFF

All payments by all parties to this Agreement to the Issuer are to be rendered without any

deduction or retention due to any set-off or counterclaims. In particular, no party to this

Agreement shall be entitled to set-off with a claim held or obtained against the Issuer.

46. APPLICABLE LAW; PLACE OF PERFORMANCE; JURISDICTION;

MISCELLANEOUS

46.1 This Agreement (including, without limitation, any non-contractual obligation arising out of it)

shall be governed by, and construed in accordance with, the German law.

46.2 Place of performance for all obligations of all parties is Frankfurt am Main.

46.3 The courts of Frankfurt am Main shall have non-exclusive jurisdiction over disputes arising out

of or in connection with this Agreement.

47. CONDITION PRECEDENT

The parties hereto hereby agree that this Agreement and the rights and obligations hereunder

shall only become effective upon fulfilment of the condition precedent (aufschiebende

Bedingung) that, on or about the Note Issuance Date, the Issuer has issued the Notes.

48. (OMITTED)

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OUTLINE OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS

Receivables Purchase Agreement

On the Note Issuance Date, the Issuer will purchase Receivables from the Seller in accordance with the

Receivables Purchase Agreement. During the Replenishment Period, the Seller may offer to sell to the

Issuer Additional Receivables in accordance with the Receivables Purchase Agreement for an aggregate

purchase price not exceeding the Replenishment Available Amount. The Issuer will be obligated to

purchase and acquire Receivables for purposes of a Replenishment only to the extent that the obligation

to pay the purchase price for the Receivables offered to the Issuer by the Seller for purchase on any

Purchase Date can be satisfied by the Issuer by applying the Available Distribution Amount as of the Cut-

Off Date immediately preceding the relevant Purchase Date in accordance with the Pre-Enforcement

Priority of Payments. The obligation of the Issuer to pay the purchase price for any Additional

Receivables in accordance with the Receivables Purchase Agreement will be netted against the obligation

of the Seller acting as Servicer under the Servicing Agreement to transfer Collections to the Issuer on the

Payment Date falling on the Purchase Date on which the Issuer purchases the relevant Additional

Receivables from the Seller. Generally, the aggregate Outstanding Principal Amount of the Additional

Receivables purchased by the Issuer on any Purchase Date may together with the Aggregate Outstanding

Principal Amount of all Receivables purchased prior to such Purchase Date not exceed the amount of

EUR 750,000,000. However, to the extent required to avoid assigning partial receivables to the Issuer, the

Seller may assign to the Issuer Additional Receivables which result in the Aggregate Outstanding

Principal Amount of all Purchased Receivables to exceed the amount of EUR 750,000,000. The Issuer

will owe no purchase price to the Seller for any excess portion of an Additional Receivable which is

assigned to the Issuer by the Seller.

In the event that, on any Purchase Date, the Replenishment Available Amount exceeds the aggregate

purchase price payable by the Issuer to the Seller for the Additional Receivables purchased on such

Purchase Date, such excess will be credited to the Purchase Shortfall Account. The amounts (if any)

standing to the credit of the Purchase Shortfall Account on any Cut-Off Date will be included in the

Available Distribution Amount and will be applied, on the Payment Date immediately following such

Cut-Off Date, in accordance with the Pre-Enforcement Priority of Payments.

To be eligible for sale to the Issuer under the Receivables Purchase Agreement, each Receivable and any

part thereof will have to meet the Eligibility Criteria set out in "ELIGIBILITY CRITERIA" herein.

The offer by the Seller for the purchase of Receivables under the Receivables Purchase Agreement must

contain certain relevant information for the purpose of identification of the Receivables. In each offer, the

Seller must represent that certain representations and warranties with respect to the relevant Receivable

were true and correct on the relevant Purchase Date. Upon acceptance, the Issuer will acquire or will be

purported to acquire in respect of the relevant Loan Contracts unrestricted title to any and all outstanding

Purchased Receivables arising under such Loan Contracts as from the Cut-Off Date immediately

preceding the date of the offer, other than any Loan Instalments which have become due prior to or on

such Cut-Off Date; together with all of the Seller's rights, title and interest in the Related Collateral in

accordance with the Receivables Purchase Agreement. As a result, the Issuer will obtain the full

economic ownership in the Purchased Receivables as from the relevant Cut-Off Date, including principal

and interest, and is free to transfer or otherwise dispose over (verfügen) the Purchased Receivables,

subject only to the contractual restrictions provided in the relevant Loan Contracts and the contractual

agreements underlying the Related Collateral.

If for any reason title to any Purchased Receivable or the Related Collateral is not or will not be

transferred to the Issuer, the Seller, upon receipt of the purchase price and without undue delay, is obliged

to take all action necessary to perfect the transfer of title or, if this is not possible, to hold such title for

account and on behalf of the Issuer. All losses, costs and expenses which the Issuer incurred or will incur

by taking additional measures due to the Purchased Receivables or the Related Collateral not being

transferred or only being transferred following the taking of additional measures will be borne by the

Seller.

The sale and assignment of the Receivables pursuant to the Receivables Purchase Agreement constitutes a

sale without recourse (regressloser Verkauf wegen Bonitätsrisiken). This means that the Seller will not

bear the risk of the inability of any Debtors to pay the relevant Purchased Receivables.

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Deemed Collections

If certain events (see the definition of Deemed Collections in "SCHEDULE 1 DEFINITIONS – Deemed

Collections") occur with respect to a Purchased Receivable, the Seller will be deemed to have received a

Deemed Collection in the full amount of the Outstanding Principal Amount of such Purchased Receivable

(or the affected portion thereof). To this end, the Seller has undertaken to pay to the Issuer Deemed

Collections. Upon receipt of such Deemed Collection in the full amount of the Outstanding Principal

Amount of such Purchased Receivable (or the affected portion thereof), such Purchased Receivable and

any relevant Related Collateral (or the affected portion thereof and unless it is extinguished due to

circumstances making it a Disputed Receivable or is otherwise extinguished) will be automatically re-

assigned to the Seller by the Issuer on the next succeeding Payment Date on a non-recourse or non-

guarantee basis on the part of the Issuer. The costs of such assignment will be borne solely by the Seller.

Similarly, the risk that the amount owed by a Debtor, either as part of the purchase price or otherwise, is

reduced due to set-off, counterclaim, discount or other credit in favour of such Debtor, has been

transferred to the Seller. To this end, the Seller will be deemed to receive such differential amount which

will constitute a Deemed Collection.

If a Purchased Receivable which was treated as a Disputed Receivable is res judicata

(rechtskräftigfestgestellt) found to be enforceable without any set-off, counterclaim, encumbrance or

objection (Einrede and/or Einwand), the Seller may request the Issuer to repay any Deemed Collection

received in relation to such Purchased Receivable, subject to the Pre-Enforcement Priority of Payments.

In such case, the Seller will re-assign such Purchased Receivable and any Related Collateral to the Issuer

pursuant to the Receivables Purchase Agreement.

All amounts corresponding to Deemed Collections will be held by the Seller on trust in the name and for

the account of the Issuer until payment is made to the Transaction Account.

Use of Related Collateral

The Issuer has agreed to make use of any Related Collateral only in accordance with the provisions

underlying such Related Collateral and the related Loan Contracts.

Taxes and Increased Costs; Transaction Cost Fee

Pursuant to the Receivables Purchase Agreement, the Seller will pay any stamp duty, registration and

other similar taxes to which the Receivables Purchase Agreement or any other Transaction Document or

any judgement given in connection therewith may be subject.

In addition, the Seller will pay all taxes levied on the Issuer or other relevant parties involved in the

financing of the Issuer (in each case excluding taxes on the net income, profits or net worth of such

persons under German law, United States federal or state laws, or any other applicable law) due to the

Issuer having entered into the Receivables Purchase Agreement or the Issuer and such other relevant

parties having entered into the Transaction Documents or other agreements relating to the financing of the

acquisition by the Issuer of Receivables in accordance with the Receivables Purchase Agreement. Upon

demand of the Issuer, the Seller will indemnify the Issuer against any liabilities, costs, claims and

expenses which arise from the non-payment or the delayed payment of any such taxes, except for those

penalties and interest charges which are attributable to the gross negligence of the Issuer.

All payments to be made by the Seller to the Issuer pursuant to the Receivables Purchase Agreement will

be made free and clear of and without deduction for or on account of any tax. The Seller will reimburse

the Issuer for any deductions or retentions which may be made on account of any tax. The Seller will

have the opportunity and authorisation to raise defences against the relevant payment at the Seller's own

costs.

Where the Issuer has received a credit against a relief or remission for, or repayment of, any tax, then if

and to the extent that the Issuer determines that such credit, relief, remission or repayment is in respect of

the deduction or withholding giving rise to such additional payment or with reference to the liability,

expense or loss to which caused such additional payments, the Issuer will, to the extent that it can do so

without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the

Seller such amount as the Issuer will have concluded to be attributable to such deduction or withholding

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or, as the case may be, such liability, expense or loss, provided that the Issuer will not be obliged to

make any such payment until it is, in its sole opinion, satisfied that its tax affairs for its tax year in respect

of which such credit, relief, remission or repayment was obtained have been finally settled.

Pursuant to the Receivables Purchase Agreement, the Seller will pay on each Payment Date to the Issuer

the Transaction Cost Fee. The Issuer will apply the Transaction Cost Fee to pay interest and principal due

under the Funding Loan (see "— Funding Loan" below).

Insurance and Related Collateral

Any insurance claims in respect of any Related Collateral form part of the Related Collateral which has

been assigned to the Issuer under the Transaction Security Agreement. If the Seller or the Servicer

receives any proceeds from property insurances or claims from third parties which have damaged any

Related Collateral as well as claims against the insurer of such third parties which form part of the

Related Collateral, such proceeds will be used to repair such damaged Related Collateral. If the relevant

damaged Related Collateral cannot be repaired, such proceeds will be applied in repayment of the

relevant Loan Contract.

Notification of Assignment

The Debtors and other relevant debtors (in particular property insurers) will only be notified by the Seller

in respect of the assignment of the Purchased Receivables and Related Collateral upon request by the

Issuer following the occurrence of a Notification Event or whenever it is necessary to protect the Issuer's

justified interests. Should the Seller fail to notify the Debtors and the other relevant debtors within five

(5) Business Days of such request, the Issuer may notify the Debtors and other relevant debtors of the

assignment of the Purchased Receivables and Related Collateral itself.

Without prejudice to the foregoing, under the Servicing Agreement the Issuer is entitled to notify by itself

or through any agent or require the Servicer to notify the Debtors, of the assignment if a Notification

Event has occurred.

In addition, at any time after a Notification Event has occurred or whenever it is necessary to protect the

justified interests of the Issuer, the Seller, upon request of the Issuer, will inform any relevant insurance

company of the assignment of any insurance claims and procure the issuance of a security certificate

(Sicherungsschein) in the Issuer's name. The Issuer is authorised to notify the relevant insurance company

of the assignment on behalf of the Seller. Prior to notification, the Debtors will continue to make all

payments to the account of the Seller as provided in the relevant Loan Contract between each Debtor and

the Seller and each Debtor will obtain a valid discharge of its payment obligation.

Upon notification, the Debtors will be notified to make all payments to the Issuer to the Transaction

Account in order to obtain valid discharge of their payment obligations.

Each of the following constitutes "Notification Events" pursuant to the Receivables Purchase

Agreement:

1. The Servicer fails to make a payment due under or with respect to the Servicing Agreement at the

latest on the second (2) Business Day after its due date, or, in the event no due date has been

determined, within three (3) Business Days after the demand for payment.

2. The Servicer fails within five (5) Business Days to perform its material obligations (other than

those referred to in paragraph 1 above) owed to the Issuer under or with respect to the Servicing

Agreement.

3. Either the Seller or the Servicer is over indebted (überschuldet), unable to pay its debts when

they fall due (zahlungsunfähig) or such status is imminent (drohende Zahlungsun-fähigkeit) or

intends to commence insolvency (including preliminary insolvency proceedings) or

reorganisation proceedings or is subject to insolvency (including preliminary insolvency

proceedings), dissolution proceedings or any measure taken by the BaFin pursuant to Sections

45, 46 and 46b of the German Banking Act (Gesetz über das Kreditwesen), and the Seller or (as

relevant) the Servicer fails to remedy such status within twenty (20) Business Days.

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4. Either of the Seller or the Servicer is in breach of any of the covenants in relation to, inter alia,

financial reporting, conduct of business, compliance with laws, rules, regulations, judgements,

furnishing of information and inspection and keeping of records, the Credit and Collection

Policy, tax, software and banking licences, prolongation or supplementation of Purchased

Receivables, change of business policy, sales and liens as set out in the Receivables Purchase

Agreement or any of the covenants set out in the Servicing Agreement.

5. A Servicer Termination Event (as defined in "— Servicing Agreement" below) has occurred.

Resale and Retransfer of Purchased Receivables

On any Payment Date on or following on which the Aggregate Outstanding Principal Amount is less than

10% of the Aggregate Outstanding Principal Amount as of the first Cut-Off Date, the Seller may demand

from the Issuer the resale of all outstanding Purchased Receivables together with any Related Collateral

which have not been sold to a third party.

Such resale and retransfer would occur on a Payment Date agreed upon by the Seller as repurchase date,

be at the cost of the Seller and coincide with the early redemption of the Notes. See "TERMS AND

CONDITIONS OF THE NOTES — Redemption — Early Redemption". The Seller may not demand any

partial resale of Purchased Receivables. Such resale and retransfer would be for a repurchase price in an

amount equal to the then current value of all then outstanding Purchased Receivables plus any interest

accrued until and outstanding on such Payment Date and without any recourse against, or warranty or

guarantee of, the Issuer. The repurchase and early redemption of the transaction will be excluded if the

repurchase price determined by the Seller is not sufficient to fully satisfy the obligations of the Issuer

under the Notes. The Issuer will retransfer the Purchased Receivables (together with any Related

Collateral) at the cost of the Seller to the Seller upon receipt (Zug um Zug) of the full repurchase price and

all other payments owed by the Seller or the Servicer under the Receivables Purchase Agreement or the

Servicing Agreement.

Liquidity Reserve

On or before the Note Issuance Date, the Issuer will establish an account with the Account Bank (the

"Liquidity Reserve Account") which shall be credited, on the Note Issuance Date, with an amount equal

to the Required Liquidity Reserve Amount. The amounts standing to the credit of the Liquidity Reserve

Account will serve as collateral for the occurrence of a Liquidity Reserve Transfer Event.

As of each Cut-off Date preceding a Payment Date on which a Liquidity Reserve Transfer Event is

continuing, the Calculation Agent shall determine if there would be a shortfall in the amounts required to

pay costs and expenses of the Issuer in accordance with items first to fifth of the Pre-Enforcement Priority

of Payments and interest payable on the Class A Notes outstanding on such Payment Date under item

sixth when due by reason of a Liquidity Reserve Transfer Event following the application of the

Available Distribution Amount according to the Pre-Enforcement Priority of Payments on such Payment.

Should the Calculation Agent determine that there would be any such shortfall, an amount equal to the

lower of (a) the amount standing to the credit of the Liquidity Reserve Account and (b) the relevant

shortfall shall be included in the Available Distribution Amount and shall be applied towards the

reduction or elimination of such shortfall in accordance with the Pre-Enforcement Priority of Payments

on such Payment Date.

On each Payment Date prior to the occurrence of an Issuer Event of Default, subject to the availability of

funds for such purpose, if the amount standing to the credit of the Liquidity Reserve Account falls below

the Required Liquidity Reserve Amount, the Issuer will apply an amount equal to the Required Liquidity

Reserve Amount less the amount standing to the credit of the Liquidity Reserve Account from the

Available Distribution Amount towards replenishment of the Liquidity Reserve Account up to the

Required Liquidity Reserve Amount in accordance with the Pre-Enforcement Priority of Payments.

With respect to each Payment Date, the Calculation Agent will determine if there is a Liquidity Reserve

Excess Amount on such Payment Date. Any such Liquidity Reserve Excess Amount shall be returned to

the Seller on such Payment Date. "Liquidity Reserve Excess Amount" shall mean, as of any Payment

Date, the excess of the amounts standing to the credit of the Liquidity Reserve Account over the Required

Liquidity Reserve Amount, on the Cut-Off Date immediately preceding such Payment Date, after a


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A "Liquidity Reserve Transfer Event" shall mean the event that the Servicer fails to transfer

Collections to the Issuer in accordance with the Servicing Agreement in the event of the occurrence of a

Servicer Termination Event.

A "Required Liquidity Reserve Amount" shall mean, on the Note Issuance Date and subsequently as at



and (ii) EUR 750,000.

Set-Off Reserve

Pursuant to the Receivables Purchase Agreement, if a Set-Off Reserve Trigger Event occurs, the Seller

will be required, within thirty (30) calendar days, to transfer the Set-Off Reserve Amount to a an account

of the Issuer held with the Account Bank ("Set-Off Reserve Account"). "Set-Off Reserve Amount"

shall mean: (A) as of the Cut-Off Date immediately preceding the occurrence of a Set-Off Reserve

Trigger Event and as of any Cut-Off Date following the occurrence of a Set-Off Reserve Trigger Event,

the sum of the Seller Deposits which are calculated with respect to each Debtor of Purchased Receivables

outstanding as of the relevant date who, on the relevant Cut-Off Date, holds Seller Deposits, and are in

each case equal to the lower of (i) the amount of Seller Deposits which, as of the relevant Cut-Off Date,

are held with the Seller by such Debtor, and (ii) the Principal Amount of the Purchased Receivables owed

by such Debtor outstanding as of the relevant Cut-Off Date; or (B) if as of any Cut-Off Date following the

occurrence of a Set-Off Reserve Trigger Event, the Seller has at least the Set-Off Required Rating, zero.

The amounts if any, standing to the credit of the Set-Off Reserve Account shall be included in the

Available Distribution Amount and shall be applied on any Payment Date in accordance with the Pre-

Enforcement Priority of Payments (but excluding any fees and other amounts due to the Servicer under

item fourth of the Pre-Enforcement Priority of Payments) if and to the extent (i) any amounts that would

otherwise have to be transferred to the Issuer as Deemed Collections within the meaning of item (B)(i) of

the definition of Deemed Collections for the Collection Period ending on the relevant Cut-Off Date were

not received by the Seller as a result of any of the actions described in item (B)(i) of the definition of

Deemed Collections and (ii) the Issuer does not have a right of setoff against the Seller with respect to

such amounts on the relevant Payment Date. On any Payment Date following the occurrence of a Set-Off

Reserve Trigger Event, the Issuer pay to the Seller the Set-Off Reserve Excess Amount.

"Set-Off Reserve Excess Amount" shall mean, as of any Payment Date, the excess of the amounts

standing to the credit of the Set-Off Reserve Account over the Set-Off Reserve Amount on the Cut-Off

Date immediately preceding such Payment Date, after a drawing (if any) in accordance with item 7 of the

definition of Available Distribution Amount.

Servicing Agreement

Pursuant to the Servicing Agreement between the Servicer, the Transaction Security Trustee, the Issuer,

and the Corporate Administrator, the Servicer has the right and duty to administer the Purchased

Receivables and Related Collateral, collect and, if necessary, enforce the Purchased Receivables and

foreclose on the Related Collateral and pay all proceeds to the Issuer.

Servicer's Duties

The Servicer acts as agent (Beauftragter) of the Issuer under the Servicing Agreement. The duties of the

Servicer include the assumption of servicing, collection, administrative and enforcement tasks and

specific duties set out in the Servicing Agreement ("Services").

Under the Servicing Agreement, the Servicer will, inter alia:

endeavour at its own expense to recover amounts due from the Debtors in accordance with the

Credit and Collection Policy, see "CREDIT AND COLLECTION POLICY". The Issuer will assist

the Servicer in exercising all rights and legal remedies from and in relation to the Purchased

Receivables and Related Collateral, as is reasonably necessary, yet will be reimbursed by the

Servicer for any costs and expenses incurred;

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keep and maintain records, account books and documents in relation to the Purchased

Receivables and the Related Collateral (including for tax purposes) in a manner such that these

are easily distinguishable from those relating to other receivables in respect of which the Servicer

is originator, servicer or depositary, or otherwise;

hold all records relating to the Purchased Receivables in its possession in trust (treuhänderisch)

for, and, to the order of, the Issuer;

assist the Issuer in discharging any Related Collateral in respect of any Purchased Receivables

which have been paid;

exercise and preserve all rights of the Issuer under the Loan Contracts and if no payment under

the relevant Purchased Receivable is made on the due date thereof, enforce such Purchased

Receivable through court proceedings;

enforce the Related Collateral in accordance with the terms of the Servicing Agreement and the

Receivables Purchase Agreement and apply the enforcement proceeds to the relevant secured

obligations, and, insofar as such enforcement proceeds are applied to Purchased Receivables and

constitute Collections, pay such Collections to the Issuer; and

make available on a monthly basis reports containing updated information with respect to the

Portfolio and procure compliance with the reporting obligations under the Commission

Delegated Regulation (EU) 2015/3 of 30 September 2014 supplementing the CRA with regard to

regulatory technical standards on disclosure requirements for structured finance instruments such

that reporting will take place on a website to be established by ESMA and the information will be

accessible to the general public.

The Servicer will administer the Portfolio in accordance with its respective standard procedures, set out in

its credit and collection policies for the administration and enforcement of its own consumer loans and

related collateral, subject to the provisions of the Servicing Agreement and the Receivable Purchase

Agreement. In the administration and servicing of the Portfolio, the Servicer will exercise the due care

and diligence of a prudent business man (Sorgfalt eines ordentlichen Kaufmannes) as if it was

administering receivables on its own behalf. The Servicer will ensure that it has all required licences,

approvals, authorisations and consents which are necessary or desirable for the performance of its duties

under the Servicing Agreement.

Pursuant to the Servicing Agreement, the Servicer will not materially amend the Credit and Collection

Policy unless (i) each Rating Agency has been notified in writing of such amendment, and (ii) the

Purchaser, the Seller (if different) and the Transaction Security Trustee have consented to such

amendment in writing (such consent not to be unreasonably withheld).

Under the Servicing Agreement, the Servicer will not be entitled to any fee or reimbursement of expenses

as consideration for the performance of the Services. However, any fees, costs, charges and expenses,

indemnity claims and other amounts payable by the Servicer to any agents appointed by it under the

Servicing Agreement will be reimbursed by the Issuer to the Servicer in accordance with the Servicing

Agreement and the Pre-Enforcement Priority of Payments.

Delegation to Geoban

A substantial portion of the Servicer's customer servicing obligations under the Servicing Agreement is

outsourced on a continuous basis to Geoban S.A., Niederlassung Deutschland ("Geoban"), a wholly-

owned subsidiary of Banco Santander, S.A. The delegated services Geoban performs include front- (call

centre) and back-office (other customer correspondence) operations for banking products such as car,

durable, direct loans, mortgages, current accounts, credit & debit cards, savings products as well as

specialized tasks such as payments and customer fraud handling. Irrespective of the sub-delegation of

certain services to Geoban, the Servicer remains primarily liable for the performance of the servicing

obligations under the Servicing Agreement and it is not expected that any delegation of administration

and processing services to Geoban will materially and adversely impact on the provision of the loan

administration services under the Servicing Agreement.

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Commingling Reserve

Pursuant to the Servicing Agreement, if, at any time as long as the Seller is the Servicer, a Commingling

Reserve Trigger Event occurs, the Seller will be required, within thirty (30) calendar days, to transfer the

Commingling Reserve Amount to an account of the Issuer held with the Account Bank ("Commingling

Reserve Account"). "Commingling Reserve Amount" shall mean, (a) as of any Cut-Off Date following

the occurrence of a Commingling Reserve Trigger Event, an amount equal to the sum of (i) the amount of

the Scheduled Collections for the period from the beginning of the Collection Period immediately

following the relevant Cut-Off Date to the last Business Day of the second (2nd

) Collection Period after

the relevant Cut-Off Date (both inclusive) and (ii) 2% of the Aggregate Outstanding Note Principal

Amount as of the relevant Cut-Off Date or (b) if as of any Cut-Off Date no Commingling Reserve Trigger

Event has occurred, zero. "Scheduled Collections" shall mean, with respect to any Collection Period, the

amount of Collections scheduled to be received by the Servicer with respect to such Collection Period as

reported by the Servicer for such Collection Period. "Commingling Required Rating" shall mean, with

respect to any entity, that the long-term unsecured, unsubordinated and unguaranteed debt obligations of

such entity are assigned a rating of at least BBB (or its replacement) by DBRS and BBB (or its

replacement) by S&P and any such rating has not been withdrawn.

A "Commingling Reserve Trigger Event" shall have occurred if, at any time, (i) Santander Consumer



and (ii), the Seller has at least the Commingling Required Rating.

The amounts, if any, standing to the credit of the Commingling Reserve Account shall be included in the

Available Distribution Amount and shall be applied on any Payment Date in accordance with the Pre-

Enforcement Priority of Payments (but excluding any fees and other amounts due to the Servicer under

item fourth of the Pre-Enforcement Priority of Payments) if and to the extent that the Seller has, on such

Payment Date, failed to transfer to the Issuer any Collections (other than Deemed Collections within the

meaning of item (B)(i) of the definition of Deemed Collections) received or payable by the Seller during,

or with respect to, the Collection Period ending on the Cut-Off Date immediately preceding such Payment

Date or if the appointment of the Servicer under the Servicing Agreement has been automatically

terminated pursuant to the last paragraph of Clause 9.1 of the Servicing Agreement. On any Payment

Date following the occurrence of a Commingling Reserve Trigger Event, the Issuer shall pay to the Seller

any Commingling Reserve Excess Amount.

"Commingling Reserve Excess Amount" shall mean, as of any Payment Date, the excess of the amounts

standing to the credit of the Commingling Reserve Account over the Commingling Reserve Amount, on

the Cut-Off Date immediately preceding such Payment Date, after a drawing (if any) in accordance with

item 6 of the definition of Available Distribution Amount.

Use of Third Parties

The Servicer may, subject to certain requirements, delegate and sub-contract its duties in connection with

the servicing and enforcement of the Purchased Receivables and/or foreclosure on the Related Collateral,

provided that such third party has all licences, registrations and authorisations required for the

performance of the servicing delegated to it, in particular any licences or registrations required under the

German Act on Legal Services (Rechtsdienstleistungsgesetz).

Cash Collection Arrangements

The Seller expects that the Debtors will continue to make all payments to the account of the Seller as

provided in the Loan Contracts between each Debtor and the Seller and thereby obtain a valid discharge

of their respective payment obligation. The Debtors will only receive notice of the sale and transfer of the

relevant Purchased Receivables to the Issuer if a Notification Event has occurred (see "— Receivables

Purchase Agreement - Notification of Assignment"), following receipt of which the Debtors shall make

all payments to the Issuer to the Transaction Account in order to obtain valid discharge of their payment

obligations.

Under the terms of the Servicing Agreement, the Collections received by the Servicer will be transferred

on the Payment Date immediately following each Collection Period to the Transaction Account or as

otherwise directed by the Issuer or the Transaction Security Trustee, unless the Seller applies part or all of

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the Collections to the replenishment of the Portfolio in accordance with the Pre-Enforcement Priority of

Payments and the terms of the Receivables Purchase Agreement. Until such transfer, the Servicer will

hold the Collections and any other amount received on trust (treuhänderisch) for the Issuer and will give

directions to the relevant banks accordingly. All payments will be made free of all bank charges and costs

as well as any tax for the recipient thereof.

Information and Regular Reporting

The Servicer will use all reasonable endeavours to safely maintain records in relation to each Purchased

Receivable in computer readable form. The Servicer will notify to the Issuer and the Rating Agency any

material change in its administrative or operating procedures relating to the keeping and maintaining of

records. Any such material change requires the prior consent of the Issuer.

The Servicing Agreement requires the Servicer to furnish at the latest three (3) calendar days prior to the

Payment Date following the relevant Cut-Off Date the Detailed Investor Report to the Issuer, with a copy

to the Corporate Administrator, the Rating Agency, the Calculation Agent and the Transaction Security

Trustee, with respect to each Collection Period as well as certification that no Notification Event or

Servicer Termination Event has occurred. Each Detailed Investor Report will set out in detail, on an

aggregate basis, the state of repayment and amounts outstanding on the Purchased Receivables, measures

being taken to collect any overdue payments as well as details regarding all foreclosure proceedings in

respect of any Related Collateral and the status, development and timing of such proceedings. The

Servicer will, upon request, provide the Issuer with all additional information concerning the Purchased

Receivables and Related Collateral in which the Issuer has a legitimate interest, subject to the terms of the

Servicing Agreement and protection of each Debtor's personal data.

Termination of Loan Contracts and Enforcement

If a Debtor defaults on a Purchased Receivable, the Servicer will proceed in accordance with the Credit

and Collection Policy. The Servicer will abide by the enforcement and realisation procedures as set out in

the Receivables Purchase Agreement and the Servicing Agreement. If the Related Collateral is to be

enforced, the Servicer will take such measures as it deems necessary in its professional discretion to

realise the Related Collateral.

The Servicer is obliged to terminate any Loan Contract in accordance with the Credit and Collection

Policy. Where the Servicer fails to do so, the Servicer must compensate the Issuer for any damage caused

for its failure to carry out such duly and timely termination such that the Issuer is placed in the same

position as if it complied with its obligation. The Servicer has undertaken not to agree with any Debtor to

restrict such termination rights and will pay damages to the Issuer if it does not effect due and timely

termination.

The Servicer will pay the portion of the enforcement proceeds to the Issuer which have been or are to be

applied to the Purchased Receivables or the Issuer is otherwise entitled to in accordance with the


Termination of the Servicing Agreement

Pursuant to the Servicing Agreement, the Issuer may at any time terminate the appointment of the

Servicer and appoint a substitute servicer if a Servicer Termination Event has occurred, and/or notify or

require the Servicer to notify the relevant Debtors of the assignment of the Purchased Receivables to the

Issuer such that all payments in respect to such Purchased Receivables are to be made to the Issuer or a

substitute servicer appointed by the Issuer if a Notification Event has occurred. Each of the following

events constitutes a "Servicer Termination Event":

1. The Servicer fails to make a payment due under the Servicing Agreement at the latest on the

second (2nd

) Business Day after its due date, or, in the event no due date has been determined,

within three (3) Business Days after the demand for payment.

2. Following a demand for performance the Servicer fails within five (5) Business Days to perform

its material (as determined by the Issuer) obligations (other than those referred to in paragraph 1

above) owed to the Issuer under the Servicing Agreement.

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3. Any of the representations and warranties made by the Servicer with respect to or under the

Servicing Agreement or any Monthly Report or information transmitted is materially false or

incorrect.

4. The Servicer is (i) over-indebted (überschuldet), unable to pay its debts when they fall due

(zahlungsunfähig) or such status is imminent (drohende Zahlungsunfähigkeit) or (ii) intends to

commence insolvency (including preliminary insolvency proceedings) or reorganisation

proceedings or is subject to insolvency (including preliminary insolvency proceedings) or

dissolution proceedings and, other than with respect to (i), the Servicer fails to remedy such

status within twenty (20) Business Days, or if any measures under Section 45, 46 to 46g of the

German Banking Act (Gesetz über das Kreditwesen) are taken in respect of the Servicer.

5. The Servicer is in default with respect to any material payment obligation owed to any third party

for a period of more than five (5) calendar days.

6. The Servicer is in breach of any of the covenants set out in the Servicing Agreement.

7. Any licence of the Servicer required with respect to the Servicing Agreement and the Services to

be performed there under is revoked, restricted or made subject to any conditions.

8. The Servicer is not collecting Purchased Receivables or Related Collateral pursuant to the

Servicing Agreement or is no longer entitled or capable to collect the Purchased Receivables and

the Related Collateral for practical or legal reasons.

9. At any time there is otherwise no person who holds any required licence, authorisation or

registration appointed by the Issuer to collect the Purchased Receivables and the Related

Collateral in accordance with the Servicing Agreement.

10. There are valid reasons to cause the fulfilment of material duties and material obligations under

the Servicing Agreement or under the Loan Contracts or Related Collateral on the part of the

Servicer or the Seller (acting in its capacity as the Servicer) to appear to be impeded.

11. The Servicer (to the extent that it is identical with the Seller) is in breach of any of the financial

covenants set out in the Receivables Purchase Agreement.

12. A material adverse change in the business or financial conditions of the Servicer has occurred

which materially affects its ability to perform its obligations under the Servicing Agreement.

13. At any time Santander Consumer Finance, S.A. (i) ceases to hold directly or indirectly 75% of

the Servicer's share capital or voting rights or (ii) fails to meet the Servicer Required Rating.

Pursuant to the Servicing Agreement, the appointment of the Servicer is automatically terminated in the

event that the Servicer is either over indebted (überschuldet) or unable to pay its debts (zahlungsunfähig)

or the inability of the Servicer to pay its debts is imminent (drohende Zahlungsunfähigkeit) or if any

measures under Section 21 of the German Insolvency Code or under Section 45, 46 and 46b of the

German Banking Act (Gesetz über das Kreditwesen) are taken in respect of the Servicer.

The Servicer is only entitled to resign as Servicer under the Servicing Agreement for good cause (aus

wichtigem Grund).

The outgoing Servicer and the Issuer will execute such documents and take such actions as the Issuer may

require for the purpose of transferring to the substitute servicer the rights and obligations of the outgoing

Servicer, assumption by any substitute servicer of the specific obligations of substitute servicers under the

Servicing Agreement and releasing the outgoing Servicer from its future obligations under the Servicing

Agreement. Upon termination of the Servicing Agreement with respect to the Servicer and the

appointment of a substitute servicer, the Servicer will transfer to any substitute servicer all Records and

any and all related material, documentation and information. Any substitute servicer will have all required

licences, authorisation and registrations, in particular, any licences or registrations required under the

German Act on Legal Services (Rechtsdienstleistungsgesetz).

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Any termination of the appointment of the Servicer or of a substitute servicer as well as the appointment

of any new servicer will be notified by the Issuer to the Rating Agencies, the Transaction Security Trustee

and the Corporate Administrator and by the Principal Paying Agent, acting on behalf of the Issuer, to the

Noteholders in accordance with the Terms and Conditions.

Funding Loan Agreement

The Funding Loan Provider will make available to the Issuer an interest-bearing amortising funding loan

("Funding Loan") which is not credit-linked to the Portfolio and will, subject to certain conditions, be

disbursed on the Note Issuance Date to provide the Issuer with the funds necessary to pay certain amounts

payable on the Note Issuance Date under the Transaction Documents (including, without limitation, the

fees, costs and expenses payable on the Note Issuance Date to the Joint Lead Managers and to other

parties in connection with the offer and sale of the Notes) and certain other costs. The Seller will pay the

Issuer a fee ("Transaction Cost Fee") on each Payment Date in accordance with the Receivables

Purchase Agreement. The Transaction Cost Fee will not form part of the Available Distribution Amount.

The Funding Loan will be repaid in eighteen (18) instalments on each Payment Date following the Note

Issuance Date. The Funding Loan will be subject to partial repayment, early repayment or optional

repayment in specific circumstances and subject to certain conditions. All payment obligations of the

Issuer under the Funding Loan constitute limited obligations to pay out only the amounts received by the

Issuer from time to time in respect of the Transaction Cost Fee under the Receivables Purchase

Agreement.

Data Trust Agreement

Pursuant to the Data Trust Agreement the Data Trustee will keep data lists containing, inter alia, the

names and addresses of the Debtors under the Purchased Receivables and of any third party which has

provided security which forms part of the Related Collateral and the relevant account numbers relating to

such Debtors and third parties providing security with respect to each Purchased Receivable, all of which

forms part of the Collateral from time to time pursuant to the Transaction Security Agreement. The Seller

is obliged to provide the Data Trustee at the latest on each Purchase Date with such data lists to ensure

that, failing notification by the Seller of the assignment of the Purchased Receivables and the Related

Collateral, the Transaction Security Trustee or the Issuer, as relevant, are at all times in a position to

notify all relevant Debtors in accordance with the provisions of the Receivables Purchase Agreement. The

Data Trustee will release such lists to the Issuer or the Transaction Security Trustee if, inter alia, this is

necessary for the Issuer to enforce the Issuer's claims in respect of the Related Collateral, the Seller

directs it in writing to do so or the Data Trustee has been notified by either the Issuer or the Seller of the

occurrence of certain events specified in the Receivables Purchase Agreement. In the event that

insolvency proceedings are commenced with respect to the Issuer, the Data Trustee will deliver to the

Transaction Security Trustee such data lists. If a substitute servicer has been appointed, the relevant lists

will be released to it.

Agency Agreement

Pursuant to the Agency Agreement, the Principal Paying Agent, the Calculation Agent and the Cash

Administrator are appointed by the Issuer and each will act as agent of the Issuer to make certain

calculations, determinations and to effect payments in respect of the Notes. The functions, rights and

duties of the Principal Paying Agent, the Calculation Agent and the Cash Administrator are set out in the

Terms and Conditions. See "TERMS AND CONDITIONS OF THE NOTES".

The Agency Agreement provides that the Issuer may terminate the appointment of any Agent with regard

to some or all of its functions with the prior written consent of the Transaction Security Trustee upon

giving such Agent not less than thirty (30) calendar days' prior notice. Any Agent may at any time resign

from its office by giving the Issuer and the Transaction Security Trustee not less than thirty (30) calendar

days' prior notice, provided that at all times there shall be a Principal Paying Agent, a Calculation Agent

and a Cash Administrator appointed. Any termination of the appointment of any Agent and any

resignation of such Agent shall only become effective upon the appointment in accordance with the

Agency Agreement of one or more banks or financial institutions as replacement agent(s) in the required

capacity. The right to termination or resignation for good cause will remain unaffected. If no replacement

agent is appointed within twenty (20) calendar days of any Agent's resignation, then such Agent may

itself, subject to certain requirements, appoint such replacement agent in the name of the Issuer.

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Swap Agreement

Pursuant to the Swap Agreement, the Issuer has hedged its interest rate exposure resulting from fixed rate

interest revenue under the Purchased Receivables and floating rate interest obligations under the Class D

Notes and the Class E Notes.

Under the Swap Agreement, on each Payment Date the Issuer will pay the Fixed Swap Rate applied to the

notional amount of the Class D Notes and the Class E Notes (adjusted to take into account any Defaulted

Receivables) on the first day of the Interest Period immediately preceding the relevant Payment Date

(taking into account any amount of principal repaid by the Issuer under such Notes on such day) and the

Swap Counterparty will pay a floating rate equal to EURIBOR in respect of the Interest Period

immediately preceding such Payment Date, applied to the same notional amount.

Payments under the Swap Agreement will be made on a net basis. The Swap Agreement will remain in

full force until the earlier of (i) the Legal Maturity Date and (ii) the full redemption of the Class D Notes

and the Class E Notes, unless it is terminated early by one of the parties thereto in accordance with its

terms.

Pursuant to the Swap Agreement the Swap Counterparty is required to post collateral under the Swap

Agreement as of the Note Issuance Date. In addition, if the Swap Counterparty's long-term issuer credit

rating assigned by S&P falls below BB or if the Swap Counterparty's critical obligations rating assigned

by DBRS falls below BBB (or, where DBRS does not assign a critical obligations rating to the Swap

Counterparty, the Swap Counterparty's issuer rating or unsecured debt rating assigned by DBRS falls

below BB), then under certain pre-conditions the Issuer has the right to terminate the Swap Agreement

unless the Swap Counterparty, within certain periods of time (as further set out in the Swap Agreement)

and at its own cost, posts collateral for its obligations in accordance with the provisions of the Credit

Support Annex (if required under the terms of the Credit Support Annex), and in addition, at its own cost,

obtains a guarantee of its obligations under the Swap Agreement from a sufficiently rated third party,

transfers all of its rights and obligations under the Swap Agreement or the relevant interest rate swap

transaction(s) to an eligible third party with a sufficient rating or takes such other remedial action as will

result in the ratings of the Class D Notes and the Class E Notes being maintained as may be agreed with

the relevant Rating Agency.

Where the Swap Counterparty provides collateral in accordance with the provisions of the Credit Support

Annex, such collateral or interest thereon will not form part of the Available Distribution Amount (other

than enforcement proceeds from such collateral applied in satisfaction of termination payments due to the

Issuer following the designation of an early termination date under the Swap Agreement).

The Swap Agreement is governed by the laws of England. Pursuant to the English Security Deed, the

Issuer has created security in favour of the Transaction Security Trustee in all its present and future rights,

claims and interests which the Issuer is now or becomes hereafter entitled to pursuant to or in respect of

the Interest Rate Swap (see "—English Security Deed" below).

English Security Deed

Pursuant to the English Security Deed, the Issuer has granted security interest in respect of all future

rights, claims and interests which the Issuer is or becomes entitles to from or in relation to the Swap

Counterparty and/or any other party pursuant to or in respect of the swap under the Swap Agreement to

the Trustee on trust for the Transaction Creditors as security for the Trustee Claim. The English Security

Deed is governed by the laws of England and Wales.

Subscription Agreement

The Issuer, the Joint Lead Managers and the Seller have entered into a Subscription Agreement under

which each Joint Lead Manager has agreed to subscribe and pay for the Notes, subject to certain

conditions. The Joint Lead Managers have the right to receive a combined management and underwriting

commission and a selling concession in respect of their services under the Subscription Agreement, and

the right to all costs and expenses and certain representations, warranties and indemnities from the Issuer.

See "SUBSCRIPTION AND SALE".

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Corporate Administration Agreement

Pursuant to a Corporate Administration Agreement the Corporate Administrator provides certain

corporate and administrative services to the Issuer. The duties of the Corporate Administrator include,

inter alia, the following specific duties:

(i) provision of the registered address for the Issuer;

(ii) proposing to the Issuer at least two (2) persons but not more than three (3) persons that fulfill the

criteria for managing directors set out in the articles of association (Gesellschaftsvertrag) of the

Issuer to be appointed by the Issuer's shareholders' meeting as managing directors of the Issuer

and if the appointment of any managing director has been revoked for any reason whatsoever and

the Corporate Administration Agreement has not been terminated at such time, proposing to the

Issuer a person to be appointed by the Issuer's shareholders' meeting as a new managing director

of the Issuer;

(iii) assisting the managing directors of the Issuer in complying with their duties under statutory law

and the articles of association of the Issuer;

(iv) making available telephone, facsimile and post box facilities at the Issuer's registered address;

(v) dealing with correspondence of the Issuer, including checking and filing and forwarding it to the

respective contact persons;

(vi) preparing and organising shareholders' meetings, preparing and circulating agendas and other

documents or draft documents required at or in connection with such meetings, providing

facilities for such meetings and keeping the minutes of such meetings;

(vii) keeping and maintaining the Issuer's corporate files and maintaining the corporate records,

including the list of shareholders and the minutes of the shareholders' meetings;

(viii) mandating and supervising tax advisors to prepare tax returns and statutory financial statements;

(ix) supervising matters related to the local registration with the commercial register;

(x) mandating the managing directors of the Issuer to prepare the annual accounts of the Issuer;

(xi) accounting for the Issuer, including, without limitation, the preparation of monthly statements

according to German GAAP (Generally Accepted Accounting Principles) and IFRS

(International Financial Reporting Standards), as relevant, and providing such monthly

statements to the Seller or the Servicer (if different to the Seller) within three (3) Business Days

after receipt of each Monthly Report from the Servicer in accordance with the Servicing

Agreement;

(xii) instructing and providing assistance to the auditors of the Issuer to carry out the audit of the

annual accounts of the Issuer and, if required, filing such accounts with the relevant authorities;

(xiii) filing the Issuer's annual accounts and tax returns with the competent authorities;

(xiv) assisting the tax advisors and/or auditors of the Issuer to ensure that all application forms

(including for extending the certificate issued by a competent German local tax authority

confirming that there is no obligation to withhold any taxes (Dauerüberzahlerbescheinigung))

are filed with the competent German local tax authority and that the Issuer is registered for tax

purposes with respect to all applicable German taxes and using all reasonable endeavours to

ensure that the Issuer complies in all respects with its obligations in respect of any applicable

taxes;

(xv) instructing the tax advisors to prepare the annual tax returns of the Issuer and providing to the tax

advisors all information necessary to prepare such returns and submitting such returns together

with the annual accounts to the competent German tax authorities;

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(xvi) with the assistance of tax advisors if necessary, filing all applications for reverse VAT and

undertaking all subsequent monthly VAT filings, if applicable;

(xvii) being responsible for:

(aa) ensuring that the Issuer complies with its obligations under the Transaction Documents

and any other agreements entered into by it in relation to each Account; and

(bb) performing all its duties under the Accounts Agreement with respect to each Account;

(xviii) notifying each of the Issuer and the Transaction Security Trustee without undue delay if the

Corporate Administrator attains actual knowledge that the rating of the Account Bank is

withdrawn or ceases to have the Account Bank Required Rating;

(xix) co-ordinating and facilitating the preparation and issuance by the Issuer of and, if requested by

either the Issuer or the Transaction Security Trustee, drafting all notices, acknowledgements,

consents and demands which the Issuer is required to provide or issue under the Transaction

Documents and undertaking all other obligations required of it under the Transaction Documents,

including, without limitation, forwarding a copy of any resolution passed by a majority or

qualified majority (as applicable) of the Noteholders of any Class at any time to each Rating

Agency without undue delay following its publication;

(xx) assisting the Issuer with and facilitating the identification of a suitable substitute servicer if the

appointment of the Servicer under the Servicing Agreement is terminated and such termination is

not due to the outsourcing of the servicing and collection of receivables and related collateral to a

new direct or indirect subsidiary of the Seller or of a parent of the Seller;

(xxi) providing the services necessary to procure that the Issuer complies with (aa) its obligations

under the German Money Laundering Act (Gesetz über das Aufspüren von Gewinnen aus

schweren Straftaten – Geldwäschegesetz), and (bb) any other legal obligations applicable to it,

including but not limited to any obligations applying to the Issuer under the U.S. Foreign

Account Tax Compliance Act ("FATCA");

(xxii) undertaking quarterly statistical reporting to the German central bank (Deutsche Bundesbank)

based on the respective reporting received by it from the Servicer (enclosure S1/P1 of their

reporting to the German central bank);

(xxiii) undertaking monthly reporting to the German central bank (Deutsche Bundesbank) with respect

to cross-border payments (AWV-Meldungen);

(xxiv) acting as process agent on behalf of the Issuer in the Federal Republic of Germany;

(xxv) providing all other services as are incidental to the above corporate services and as are from time

to time agreed with the Issuer in connection with the transactions contemplated by the


(xxvi) providing such further corporate administration services as may be required by the Issuer from

time to time subject to the fees chargeable by the Corporate Administrator in accordance with the

Corporate Administration Agreement;

(xxvii) notifying the Transaction Security Trustee, the Issuer and the Servicer if no backup servicer has

been appointed within thirty (30) calendar days after the occurrence of a Back-Up Servicer

Trigger Event;

(xxviii) notifying the Transaction Security Trustee, the Issuer, the Servicer and each Rating Agency if no

back-up servicer has been appointed within ninety (90) calendar days after the occurrence of a

Back-Up Servicer Trigger Event; and

(xxix) notifying the Rating Agencies of any amendment to the Terms and Conditions of the Notes.

Each party to the Corporate Administration Agreement may terminate such agreement or any part thereof

for good cause (aus wichtigem Grund) and, if possible, give the other party and the Transaction Security

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Trustee not less than thirty (30) calendar days' prior notice thereof. The Issuer may, with the prior written

consent of the Transaction Security Trustee, terminate the appointment of the Corporate Administrator

under the Corporate Administration Agreement by giving the Corporate Administrator not less than thirty

(30) calendar days' prior notice of such termination. The Corporate Administrator may at any time resign

from its office by giving the Issuer and the Transaction Security Trustee not less than thirty (30) calendar

days' prior notice.

Any such resignation shall become effective only upon (i) the appointment by the Issuer, with the prior

written consent of the Transaction Security Trustee, of another entity ("New Corporate Administrator")

and (ii) the giving of prior notice of such appointment to the Noteholders in accordance with Condition 13

(Form of Notices) of the Terms and Conditions. If the Issuer fails to appoint a New Corporate

Administrator within ten (10) calendar days after receipt of the resignation notice given by the Corporate

Administrator in accordance with item (b) above, then the resigning Corporate Administrator may appoint

such New Corporate Administrator in the name and for the account of the Issuer by giving (i) prior notice

of such appointment to the Noteholders in accordance with Condition 13 (Form of Notices) of the Terms

and Conditions and (ii) at least fifteen (15) calendar days' prior notice of such appointment to the Issuer

and the Transaction Security Trustee in accordance with the Corporate Administration Agreement.

In the event the Corporate Administrator resigns from office in accordance with the Corporate

Administration Agreement without good cause (ohne wichtigen Grund) or the Issuer terminates the

appointment of the Corporate Administrator due to its conduct constituting good cause (wichtiger Grund)

for termination, the Corporate Administrator shall bear all costs and expenses directly associated with the

appointment of a New Corporate Administrator (including the costs of all required publications and legal

fees, if any).

Upon the termination or resignation of the Corporate Administrator becoming effective, the Corporate

Administrator shall deliver to the Issuer, as it shall direct, all books of accounts, papers, records, registers,

correspondence and documents in its possession or under its control relating to the affairs of or belonging

to the Issuer, any original contracts and/or Transaction Documents, any monies then held by the

Corporate Administrator on behalf of the Issuer and any other assets of the Issuer and shall take such

further action as the Issuer may reasonably direct.

At any time following the appointment of a New Corporate Administrator in accordance with the terms of

the Corporate Administration Agreement, the Corporate Administrator shall:

(i) provide to the New Corporate Administrator all such information available to the Corporate

Administrator as the New Corporate Administrator may reasonably require for the purposes of

performing the functions of corporate administrator under the Corporate Administration

Agreement;

(ii) take such further action within its power with regard to the appointment of a New Corporate

Administrator as the Issuer or the Transaction Security Trustee may reasonably request; and

(iii) not take any action which would be likely to have a material adverse effect on the ability of the

New Corporate Administrator to perform its obligations under the Corporate Administration

Agreement.

Accounts Agreement

See the section "THE ACCOUNTS AND THE ACCOUNTS AGREEMENT".

Master Definitions Agreement

Pursuant to the Master Definitions Agreement the Issuer, the Purchaser, the Borrower, the Corporate

Administrator, the Data Trustee, the Swap Counterparty, the Transaction Security Trustee, the Account

Bank, the Principal Paying Agent, the Calculation Agent, the Cash Administrator, the Joint Lead

Managers, the Seller and the Funding Loan Provider have agreed that except where expressly stated to the

contrary or where the context otherwise requires, the definitions set out therein shall apply to the terms

and expressions referred to but not otherwise defined in a Transaction Document. See "SCHEDULE 1

DEFINITIONS".

- 126 -

EXPECTED MATURITY AND AVERAGE LIFE OF NOTES AND ASSUMPTIONS

The expected average life of each Class of Notes cannot be predicted as the actual rate at which the

Purchased Receivables will be repaid and a number of other relevant factors are unknown. Calculated

estimates as to the expected average life of each Class of Notes can be made based on certain

assumptions. These estimates have certain inherent limitations. No representations are made that such

estimates are accurate, that all assumptions relating to such estimates have been considered or stated or

that such estimates will be realised.

The table below shows the expected average life of each Class of Notes based on, inter alia, the following

assumptions:

(a) that the Purchased Receivables are subject to a constant rate of prepayment as shown in the table

below;

(b) that no Purchased Receivables are sold by the Issuer except as contemplated in the Credit and

Collection Policy;

(c) that the Notes are issued on 28 September 2016;

(d) that the Purchased Receivables continue to be fully performing; and that the clean-up call option

will be exercised in accordance with the Receivables Purchase Agreement and Condition 7.5 of

the Terms and Conditions;

(e) that the cumulative gross loss is 0 % of the initial Aggregate Outstanding Principal Amount;

(f) that the Payment Date will always fall on the thirteenth (13th) day of a calendar month; and

(g) that the sum of (i) the weighted interest margin of the Notes, (ii) the fixed swap rate and (iii) the

senior expenses is assumed to amount to 0.75% p.a. of the Aggregate Outstanding Principal

Amount applying a day count fraction calculated as the result of the actual number of days in the

relevant Interest Period divided by 360.

Assumption (a) above is stated as an average annualised prepayment rate as the prepayment rate for one

Interest Period may be substantially different from that for another. The constant prepayment rates shown

above are purely illustrative and do not represent the full range of possibilities for constant prepayment

rates.

Assumptions (d) to (g) above relate to circumstances which are not predictable.

The average lives of each Class of Notes are subject to factors largely outside of the Issuer's control and

consequently no assurance can be given that the assumptions and estimates above will prove in any way

to be realistic and they must therefore be viewed with considerable caution.

CPR p.a. WAL WAL WAL WAL WAL

0% 3.4 Oct-17 Dec-22 6.6 Dec-22 Jun-23 6.8 Jun-23 Jun-23 6.8 Jun-23 Jun-23 6.8 Jun-23 Jun-23

10% 2.8 Oct-17 Mar-22 5.8 Mar-22 Oct-22 6.1 Oct-22 Oct-22 6.1 Oct-22 Oct-22 6.1 Oct-22 Oct-22

20% 2.4 Oct-17 Jun-21 5.1 Jun-21 Jan-22 5.4 Jan-22 Jan-22 5.4 Jan-22 Jan-22 5.4 Jan-22 Jan-22

30% 2.1 Oct-17 Oct-20 4.4 Oct-20 Apr-21 4.6 Apr-21 Apr-21 4.6 Apr-21 Apr-21 4.6 Apr-21 Apr-21

40% 1.9 Oct-17 Mar-20 3.8 Mar-20 Sep-20 4.0 Sep-20 Sep-20 4.0 Sep-20 Sep-20 4.0 Sep-20 Sep-20

Principal Payment

Window

Principal Payment

Window

Principal Payment

Window

Principal Payment

Window

Principal Payment

Window

Class EClass DClass CClass A Class B

- 127 -

DESCRIPTION OF THE PORTFOLIO

The Portfolio consists of the Purchased Receivables arising under the Loan Contracts and the Related

Collateral, originated by the Seller pursuant to the Credit and Collection Policy. See "CREDIT AND

COLLECTION POLICY". The Purchased Receivables included in the Portfolio are derived from a

portfolio of loans to retail customers to finance general consumer requirements and/or consumer goods

and were acquired by the Issuer pursuant to the Receivables Purchase Agreement. The Aggregate

Outstanding Principal Amount as of the beginning of business (in Mönchengladbach) on 4 September

2016 was EUR 749,999,968.71.

The Purchased Receivables acquired and transferred by assignment under the Receivables Purchase

Agreement from the Seller generally have, at the date of approval of this Prospectus, characteristics that

demonstrate capacity to produce funds to service payments due and payable on the Notes.

- 128 -

ELIGIBILITY CRITERIA

The following criteria ("Eligibility Criteria") must have been met by the Receivables to be eligible for

acquisition by the Purchaser pursuant to the Receivables Purchase Agreement on the first Purchase Date

or, with respect to any Additional Receivable, on any subsequent Purchase Date during the

Replenishment Period. The Eligibility Criteria constitute Appendix C to the Terms and Conditions and

form an integral part of the Terms and Conditions.

A Receivable (or any part of it or the pool of Receivables, as applicable) is an eligible receivable if it and

any part thereof meet the following conditions:

The Receivable:

(i) was originated in the ordinary course of business of the Seller in accordance with the

Credit and Collection Policy of the Seller under a Loan Contract with defined instalment

amounts (Ratenkreditvertrag) which shall become due for payment on a monthly basis

and is based on the applicable general terms and conditions of business of the Seller and

on the standard loan templates which are compliant with German law;

(ii) was originated after 10 June 2010;

(iii) is denominated and payable in euro;

(iv) is a Receivable in respect of which the Loan Contract under which it arises has not been

terminated;

(v) is a Receivable in respect of which the loan facility under the relevant Loan Contract has

been fully drawn by the relevant Debtor;

(vi) is a Receivable in respect of which the Loan Contract under which it arises has a

minimum remaining term of one (1) month and a maximum remaining term of one

hundred and eight (108) months, and its original term is not greater than one hundred

and twenty (120) months;

(vii) is not a profit participating loan (partiarisches Darlehen) and has a fixed interest rate

and is fully amortising through payment of constant monthly instalments (except for the

first instalment or the final instalment payable under the relevant Loan Contract which

may differ from the monthly instalments payable for subsequent or previous months);

(viii) is not secured by German real estate or ships which are registered with a German ship

register;

(ix) exists and constitutes legally valid, binding and enforceable obligations of the respective

Debtor;

(x) is not subject to any executed right of revocation (ausgeübter Widerruf), set-off or

counter-claim (other than potential set-off rights and counter-claims resulting from Seller

Deposits held by the relevant Debtor or from claims of the relevant Debtor in connection

with handling fees (Bearbeitungsgebühren)) or warranty claims of the Debtors and no

other right of objection, irrespective of whether the Purchaser knew or could have known

of the existence of objections, defences or counter-rights;

(xi) is a Receivable which may be segregated and identified at any time for purposes of

ownership and Related Collateral in the electronic files of the Seller and such electronic

files and the relating software is able to provide the information to be included in the

offer with respect to such Receivables and Related Collateral pursuant to the Receivables

Purchase Agreement;

(xii) is a Receivable in relation to which the Seller has fully complied with any applicable

consumer legislation, in particular:

- 129 -

(A) those Sections of the German Civil Code (Bürgerliches Gesetzbuch) and the

Regulation on Information Duties of 5 August 2002, as amended (collectively,

"Distance Marketing Provisions"), which relate to distance marketing of

consumer financial services (Fernabsatzverträgen bei Finanzdienstleistungen);

(B) those provisions of the German civil law which relate to consumer credit

contracts (Verbraucherdarlehensverträge) effective as of 11 June 2010

(implementation of the European Consumer Loan Directive into German law);

and

(C) the two (2) weeks revocation period (zweiwöchige Widerrufsfrist, Section 355 (1)

of the German Civil Code – Bürgerliches Gesetzbuch) has lapsed with respect to

each Loan Contract;

(xiii) is not, as of the relevant Purchase Date (with respect to any Loan Instalment under the

relevant Loan Contract), a Delinquent Receivable (and for the avoidance of doubt it is

hereby agreed that any return of any amounts received by the Seller or the Servicer by

way of direct debit (Lastschrift) to the relevant Debtor or intermediary credit institution

because of a return of such direct debit (Rücklastschrift) shall not render the relevant

Receivable to be an ineligible Receivable ab initio if, but only if, such Debtor has

objected (widersprechen) to such direct debit within six (6) weeks of such debit),

Defaulted Receivable or Disputed Receivable, and in particular the Debtor has not yet

terminated or threatened to terminate the relevant Loan Contract, in each of the

foregoing cases with respect to any Loan Instalment under the relevant Loan Contract

and it is payable by a Debtor which is not the Debtor of any Defaulted Receivable. No

breach of any obligation under any agreement (except for the obligation to pay) of any

party exists with respect to the Receivable, the Seller has fully complied with its

obligations under the Loan Contract;

(xiv) is a claim which can be transferred by way of assignment without the consent of the

related Debtor and which shall be validly transferred, together with the Related

Collateral, to the Purchaser in the manner contemplated by the Receivables Purchase

Agreement;

(xv) is a Receivable (including any part thereof and the Related Collateral) to which the

Seller is fully entitled, free of any rights of any third party, over which the Seller may

freely dispose and in respect of which the Purchaser will, upon acceptance of the Offer

for the purchase of such Receivable as contemplated in the Receivables Purchase

Agreement, acquire the title unencumbered by any counterclaim, set-off right, other

objection and Adverse Claims (other than those of the Debtor under the related Loan

Contract); in particular, such Receivable (and the Related Collateral) has not been

assigned to any third party for refinancing and has been documented in a set of

documents which designates the acquisition costs thereof, the related Debtor, the Loan

Instalments, the applicable interest rate, the initial due dates and the term of the Loan

Contract;

(xvi) to the extent not already meeting the criteria under (ix) and (x) above, is a Receivable

which has been created in compliance with all applicable laws, rules and regulations (in

particular with respect to consumer protection and data protection) and all required

consents, approvals and authorisations have been obtained in respect thereof and neither

the Seller nor the Debtor are in violation of any such law, rule or regulation;

(xvii) is subject to German law;

(xviii) is a Receivable the assignment of which does not violate any law or agreements (in

particular with respect to consumer protection and data protection) to which the Seller is

bound, and following the assignment of the Receivable and Related Collateral, such

Receivable and the Related Collateral shall not be available to the creditors of the Seller

on the occasion of any insolvency of the Seller;

- 130 -

(xix) is a Receivable in relation to which at least two (2) due Loan Instalments have been fully

paid for the Receivable prior to the respective Purchase Date;

(xx) is a Receivable the purchase of which, together with any other Receivables to be

purchased on the same Purchase Date and (as relevant) all Purchased Receivables, does

not exceed the Concentration Limit on the Purchase Date on which it is purchased,

whereby "Concentration Limit" shall mean that:

(A) on the relevant Purchase Date, the weighted average remaining term of the Loan

Contracts relating to all Purchased Receivables (including the Receivable and

any other Receivable to be purchased on the same Purchase Date) does not

exceed sixty-eight and a half (68.5) months;

(B) on the relevant Purchase Date, the weighted average interest rate of all

Purchased Receivables (including the Receivable and any other Receivable to

be purchased on the same Purchase Date) is at least equal to 6.2% per annum;

and

(C) the sum of the Outstanding Principal Amount of the Receivable and the

Aggregate Outstanding Principal Amount of any other Receivable to be

purchased on the same Purchase Date and (as relevant) all Purchased

Receivables owed by the same Debtor does not exceed EUR 200,000 on the

relevant Purchase Date;

(xxi) is due from a Debtor who is either a private individual resident in Germany or a self-

employed individual resident in Germany and has been granted in order to finance

general consumer requirements and/or goods;

(xxii) is due from a Debtor who is not insolvent or bankrupt (zahlungsunfähig, including

imminent inability to pay its debts (drohende Zahlungsunfähigkeit)) or over-indebted

(überschuldet) and against whom no proceedings for the commencement of insolvency

proceedings are pending in any jurisdiction;

(xxiii) is not due from a Debtor who is an employee, officer or an Affiliate to the Seller,

whereby "Affiliate" shall mean any related enterprise and in particular any affiliated

enterprise (verbundenes Unternehmen) within the meaning of Section 15 of the German

Stock Corporation Act (Aktiengesetz); and

(xxiv) does not arise under a Loan Contract which constitutes a balloon loan. A "balloon loan"

is a loan where the final payment due is higher than any of the previous loan instalments

payable by the relevant Debtor.

- 131 -

INFORMATION TABLES REGARDING THE PORTFOLIO

The following tables set forth the Portfolio as at 4 September 2016 with an Aggregate Outstanding

Principal Amount of EUR 749,999,968.71. Percentages are subject to rounding

1. Original Principal Balance

Original Principal

Balance (Ranges in EUR)

Original Principal

Balance in EUR

Percentage of

Balance

Number of

Loans

Percentage of

Loans

0: 1999 7,544,866.65 0.89% 5,955 8.28%

2000: 3999 47,456,192.77 5.61% 16,561 23.04%

4000: 5999 59,134,604.31 6.98% 12,165 16.92%

6000: 7999 39,205,944.56 4.63% 5,772 8.03%

8000: 9999 34,192,927.84 4.04% 3,872 5.39%

10000: 11999 50,540,085.94 5.97% 4,723 6.57%

12000: 13999 39,752,802.29 4.70% 3,112 4.33%

14000: 15999 31,699,247.49 3.74% 2,115 2.94%

16000: 17999 32,629,322.57 3.85% 1,923 2.67%

18000: 19999 32,129,747.96 3.79% 1,693 2.36%

20000: 21999 33,806,762.56 3.99% 1,611 2.24%

22000: 23999 33,012,620.90 3.90% 1,437 2.00%

24000: 25999 34,407,154.40 4.06% 1,380 1.92%

26000: 27999 35,069,257.54 4.14% 1,299 1.81%

28000: 29999 34,505,043.51 4.08% 1,190 1.66%

30000: 31999 28,555,599.65 3.37% 923 1.28%

32000: 33999 24,514,398.01 2.90% 743 1.03%

34000: 35999 25,993,851.76 3.07% 743 1.03%

36000: 37999 22,566,531.48 2.67% 611 0.85%

38000: 39999 22,703,819.19 2.68% 583 0.81%

40000: 41999 20,233,575.22 2.39% 494 0.69%

42000: 43999 17,278,828.11 2.04% 402 0.56%

44000: 45999 17,475,915.87 2.06% 388 0.54%

46000: 47999 15,926,816.64 1.88% 339 0.47%

48000: 49999 14,403,236.67 1.70% 294 0.41%

50000: 51999 13,191,031.09 1.56% 259 0.36%

52000: 53999 12,725,082.54 1.50% 240 0.33%

54000: 55999 11,161,407.75 1.32% 203 0.28%

56000: 57999 10,194,072.39 1.20% 179 0.25%

58000: 59999 9,020,156.40 1.07% 153 0.21%

60000: 61999 7,243,476.73 0.86% 119 0.17%

62000: 63999 5,409,688.19 0.64% 86 0.12%

64000: 65999 4,815,758.13 0.57% 74 0.10%

66000: 67999 4,013,787.32 0.47% 60 0.08%

68000: 69999 2,758,057.88 0.33% 40 0.06%

70000: 71999 2,054,676.30 0.24% 29 0.04%

72000: 73999 2,409,680.16 0.28% 33 0.05%

74000: 75999 1,873,141.68 0.22% 25 0.03%

76000: 77999 846,447.53 0.10% 11 0.02%

78000: 79999 1,261,051.44 0.15% 16 0.02%

80000: 81999 569,057.39 0.07% 7 0.01%

82000: 83999 498,095.59 0.06% 6 0.01%

84000: 85999 764,484.74 0.09% 9 0.01%

86000: 87999 523,819.26 0.06% 6 0.01%

- 132 -

Original Principal

Balance (Ranges in EUR)

Original Principal

Balance in EUR

Percentage of

Balance

Number of

Loans

Percentage of

Loans

88000: 89999 89,807.17 0.01% 1 0.00%

90000: 91999 90,756.47 0.01% 1 0.00%

92000: 93999 92,619.95 0.01% 1 0.00%

98000: 99999 197,989.28 0.02% 2 0.00%

100001: 105,267.48 0.01% 1 0.00%

Total 846,648,566.75 100.00% 71,889 100.00%

Statistics in EUR

Average Amount

11,777.16

1.1 Original Principal Balance (Graph)

0

10,000,000

20,000,000

30,000,000

40,000,000

50,000,000

60,000,000

70,000,000

Ori

gin

al P

rincip

al B

ala

nce

- 133 -

2. Current Principal Balance

Current Principal

Balance (Ranges in

EUR)

Current Principal Balance

in EUR

Percentage of

Balance

Number

of Loans

Percentage of

Loans

0: 1999 16,021,955.05 2.14% 13,131 18.27%

2000: 3999 46,114,919.30 6.15% 15,947 22.18%

4000: 5999 43,670,327.74 5.82% 8,986 12.50%

6000: 7999 35,648,970.27 4.75% 5,125 7.13%

8000: 9999 43,289,831.19 5.77% 4,781 6.65%

10000:11999 39,188,735.77 5.23% 3,565 4.96%

12000:13999 30,987,633.15 4.13% 2,393 3.33%

14000:15999 31,169,616.20 4.16% 2,082 2.90%

16000:17999 31,808,052.54 4.24% 1,872 2.60%

18000:19999 33,342,119.98 4.45% 1,759 2.45%

20000:21999 32,178,378.50 4.29% 1,534 2.13%

22000:23999 32,455,526.89 4.33% 1,414 1.97%

24000:25999 32,358,100.33 4.31% 1,296 1.80%

26000:27999 31,661,183.38 4.22% 1,174 1.63%

28000:29999 29,491,592.78 3.93% 1,019 1.42%

30000:31999 23,559,868.66 3.14% 761 1.06%

32000:33999 24,528,165.40 3.27% 743 1.03%

34000:35999 22,371,541.03 2.98% 639 0.89%

36000:37999 20,474,914.80 2.73% 554 0.77%

38000:39999 18,434,582.50 2.46% 473 0.66%

40000:41999 16,702,517.56 2.23% 408 0.57%

42000:43999 14,926,478.27 1.99% 347 0.48%

44000:45999 15,016,789.92 2.00% 334 0.46%

46000:47999 13,900,716.92 1.85% 296 0.41%

48000:49999 11,109,142.76 1.48% 227 0.32%

50000:51999 10,160,803.35 1.35% 199 0.28%

52000:53999 9,476,231.90 1.26% 179 0.25%

54000:55999 8,565,226.81 1.14% 156 0.22%

56000:57999 6,658,639.68 0.89% 117 0.16%

58000:59999 4,370,838.14 0.58% 74 0.10%

60000:61999 3,842,713.15 0.51% 63 0.09%

62000:63999 3,398,465.48 0.45% 54 0.08%

64000:65999 3,633,429.30 0.48% 56 0.08%

66000:67999 2,212,486.01 0.29% 33 0.05%

68000:69999 1,930,371.06 0.26% 28 0.04%

70000:71999 1,275,284.09 0.17% 18 0.03%

72000:73999 802,055.69 0.11% 11 0.02%

74000:75999 974,651.24 0.13% 13 0.02%

76000:77999 615,358.99 0.08% 8 0.01%

78000:79999 473,378.16 0.06% 6 0.01%

80001: 1,198,374.77 0.16% 14 0.02%

Total 749,999,968.71 100.00% 71,889 100.00%

Statistics in EUR

Average Amount

10,432.75

- 134 -

2.1 Current Principal Balance (Graph)

3. Borrower Concentration

No

Current Principal

Balance in EUR

Percentage of

Balance

Number of

Loans

1 101,252.67 0.0135% 1

2 94,574.61 0.0126% 1

3 88,644.64 0.0118% 1

4 87,370.59 0.0116% 1

5 85,213.02 0.0114% 1

6 85,025.80 0.0113% 1

7 84,162.70 0.0112% 1

8 83,545.89 0.0111% 1

9 82,783.29 0.0110% 1

10 82,507.56 0.0110% 1

11 82,116.42 0.0109% 1

12 80,721.48 0.0108% 1

13 80,301.16 0.0107% 1

14 80,154.94 0.0107% 1

15 79,933.20 0.0107% 1

16 79,452.27 0.0106% 1

17 78,806.75 0.0105% 1

18 78,614.11 0.0105% 1

19 78,314.89 0.0104% 1

20 78,256.94 0.0104% 1

21 77,281.56 0.0103% 1

22 77,272.92 0.0103% 1

23 77,242.10 0.0103% 1

24 77,133.68 0.0103% 1

25 76,793.84 0.0102% 1

Total 2,057,477.03 0.2743% 25

0

5,000,000

10,000,000

15,000,000

20,000,000

25,000,000

30,000,000

35,000,000

40,000,000

45,000,000

50,000,000

Curr

ent

Pri

ncip

al

Bala

nce

- 135 -

4. Geographical Distribution

State

Current Principal

Balance in EUR

Percentage of

Balance

Number of

Loans

Percentage of

Loans

Baden-Württemberg 88,357,146.95 11.78% 8,700 12.10%

Bayern 84,324,341.42 11.24% 8,925 12.41%

Berlin 37,531,603.71 5.00% 3,621 5.04%

Brandenburg 30,826,778.59 4.11% 3,111 4.33%

Bremen 5,789,574.62 0.77% 545 0.76%

Hamburg 13,788,818.25 1.84% 1,427 1.99%

Hessen 54,319,494.54 7.24% 5,041 7.01%

Mecklenburg-Vorpommern 24,961,045.26 3.33% 2,256 3.14%

Niedersachsen 73,962,171.16 9.86% 6,961 9.68%

Nordrhein-Westfalen 172,249,728.83 22.97% 15,533 21.61%

Rheinland-Pfalz 36,487,400.80 4.86% 3,464 4.82%

Saarland 9,457,842.67 1.26% 866 1.20%

Sachsen 38,559,811.80 5.14% 3,840 5.34%

Sachsen-Anhalt 31,404,741.35 4.19% 2,774 3.86%

Schleswig-Holstein 23,149,127.50 3.09% 2,403 3.34%

Thüringen 24,830,341.26 3.31% 2,422 3.37%

Total 749,999,968.71 100.00% 71,889 100.00%

4.1 Geographical Distribution (Graph)

020,000,00040,000,00060,000,00080,000,000

100,000,000120,000,000140,000,000160,000,000180,000,000200,000,000

Curr

ent

Pri

ncip

al B

ala

nce

- 136 -

5. Collateral

Collateral

Current Principal

Balance in EUR

Percentage of

Balance

Number of

Loans

Percentage of

Loans

secured 165,617,256.19 22.08% 6,394 8.89%

unsecured 584,382,712.52 77.92% 65,495 91.11%

Total 749,999,968.71 100.00% 71,889 100.00%

6. Insurance Coverage

Payment Protection

Insurance

Current Principal

Balance in EUR

Percentage of

Balance

Number of

Loans

Percentage of

Loans

No 129,800,783.16 17.31% 25,491 35.46%

Yes 620,199,185.55 82.69% 46,398 64.54%

Total 749,999,968.71 100.00% 71,889 100.00%

7. Payment Methods

Payment Method

Current Principal

Balance in EUR

Percentage of

Balance

Number of

Loans

Percentage of

Loans

Direct Debit 746,615,505.54 99.55% 71,619 99.62%

Other 3,384,463.17 0.45% 270 0.38%

Total 749,999,968.71 100.00% 71,889 100.00%

Payment Cycle

Current Principal

Balance in EUR

Percentage of

Balance

Number of

Loans

Percentage of

Loans

15th of month 184,006,236.62 24.53% 18,132 25.22%

1st of month 565,993,732.09 75.47% 53,757 74.78%

Total 749,999,968.71 100.00% 71,889 100.00%

- 137 -

8. Customer Yield

Yield Range*

Current Principal

Balance in EUR

Percentage of

Balance

Number of

Loans

Percentage of

Loans

0: 0 1,020,519.71 0.14% 1,080 1.50%

1: 1 17,953,462.67 2.39% 10,194 14.18%

2: 2 25,077,433.07 3.34% 9,253 12.87%

3: 3 96,954,258.76 12.93% 12,085 16.81%

4: 4 71,654,654.75 9.55% 4,651 6.47%

5: 5 94,866,877.36 12.65% 5,602 7.79%

6: 6 87,445,710.95 11.66% 5,075 7.06%

7: 7 175,922,181.45 23.46% 11,365 15.81%

8: 8 109,314,978.75 14.58% 7,749 10.78%

9: 9 62,579,387.39 8.34% 4,225 5.88%

10:10 5,921,455.37 0.79% 484 0.67%

11:11 819,190.33 0.11% 73 0.10%

12:12 413,183.47 0.06% 42 0.06%

13:13 41,619.30 0.01% 8 0.01%

14:14 15,055.38 0.00% 3 0.00%

Total 749,999,968.71 100.00% 71,889 100.00%

Statistics in %

WA Interest 6.68%

*runs from .00 to .99

8.1 Customer Yield (Graph)

0

20,000,000

40,000,000

60,000,000

80,000,000

100,000,000

120,000,000

140,000,000

160,000,000

180,000,000

200,000,000

0: 0 1: 1 2: 2 3: 3 4: 4 5: 5 6: 6 7: 7 8: 8 9: 9 10:10 11:11 12:12 13:13 14:14

Cu

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Bal

ance

Yield Range

- 138 -

9. Seasoning

Seasoning in Months

Current Principal

Balance in EUR

Percentage of

Balance

Number of

Loans

Percentage of

Loans

0: 2 43,863,468.07 5.85% 4,729 6.58%

3: 5 279,410,263.28 37.25% 25,913 36.05%

6: 8 196,424,318.96 26.19% 18,004 25.04%

9:11 106,312,943.67 14.18% 10,337 14.38%

12:14 42,281,544.95 5.64% 3,913 5.44%

15:17 23,916,803.95 3.19% 2,585 3.60%

18:20 16,872,871.37 2.25% 1,921 2.67%

21:23 16,673,208.17 2.22% 2,041 2.84%

24:26 14,461,607.96 1.93% 1,609 2.24%

27:29 5,695,877.29 0.76% 392 0.55%

30:32 614,672.46 0.08% 38 0.05%

33:35 840,257.05 0.11% 139 0.19%

36:38 453,298.31 0.06% 53 0.07%

39:41 184,294.76 0.02% 15 0.02%

42:44 183,937.10 0.02% 16 0.02%

45:47 141,731.70 0.02% 13 0.02%

48:50 281,353.58 0.04% 26 0.04%

51:53 202,151.29 0.03% 24 0.03%

54:56 240,781.58 0.03% 26 0.04%

57:59 165,264.26 0.02% 16 0.02%

60:62 259,414.27 0.03% 31 0.04%

63:65 261,003.27 0.03% 22 0.03%

66:68 186,330.78 0.02% 16 0.02%

69:71 47,549.08 0.01% 6 0.01%

72:74 25,021.55 0.00% 4 0.01%

Total 749,999,968.71 100.00% 71,889 100.00%

Statistics

WA Seasoning

7.86

9.1 Seasoning (Graph)

0

50,000,000

100,000,000

150,000,000

200,000,000

250,000,000

300,000,000

0: 2 3: 5 6: 8 9:11 12:14 15:17 18:20 21:23 24:26 27:29 30:32 33:35 36:38 39:41 42:44 45:47 48:50 51:53 54:56 57:59 60:62 63:65 66:68 69:71 72:74

Cu

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Seasoning in Months

- 139 -

10. Remaining Term

Remaining Term in

Months

Current Principal

Balance in EUR

Percentage of

Balance

Number of

Loans

Percentage of

Loans

0: 6 1,141,749.83 0.15% 1,551 2.16%

7: 13 7,966,721.39 1.06% 4,689 6.52%

14: 20 16,090,690.10 2.15% 6,412 8.92%

21: 27 21,340,419.83 2.85% 6,280 8.74%

28: 34 42,567,810.79 5.68% 10,899 15.16%

35: 41 29,631,705.94 3.95% 4,289 5.97%

42: 48 49,830,781.81 6.64% 5,589 7.77%

49: 55 53,010,125.14 7.07% 4,215 5.86%

56: 62 78,502,426.73 10.47% 5,544 7.71%

63: 69 83,849,179.62 11.18% 4,517 6.28%

70: 76 79,296,953.78 10.57% 3,970 5.52%

77: 83 111,194,047.84 14.83% 5,959 8.29%

84: 90 68,710,388.32 9.16% 3,116 4.33%

91: 97 106,866,967.59 14.25% 4,859 6.76%

Total 749,999,968.71 100.00% 71,889 100.00%

Statistics

WA Remaining Term

65.57

10.1 Remaining Term (Graph)

0

20,000,000

40,000,000

60,000,000

80,000,000

100,000,000

120,000,000

0: 6 7: 13 14: 20 21: 27 28: 34 35: 41 42: 48 49: 55 56: 62 63: 69 70: 76 77: 83 84: 90 91: 97

Cu

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Remaining Term in Months

- 140 -

11. Original Term

Original Term in

Months

Current Principal

Balance in EUR

Percentage of

Balance

Number of

Loans

Percentage of

Loans

7: 13 3,706,194.16 0.49% 2,504 3.48%

14: 20 6,065,283.31 0.81% 3,130 4.35%

21: 27 19,708,586.54 2.63% 7,571 10.53%

28: 34 5,187,577.96 0.69% 1,000 1.39%

35: 41 54,246,309.78 7.23% 15,879 22.09%

42: 48 12,120,075.43 1.62% 1,431 1.99%

49: 55 55,007,859.05 7.33% 6,805 9.47%

56: 62 91,159,917.65 12.15% 8,126 11.30%

63: 69 31,665,005.06 4.22% 1,494 2.08%

70: 76 103,370,293.06 13.78% 5,944 8.27%

77: 83 36,782,903.14 4.90% 1,357 1.89%

84: 90 123,334,948.00 16.44% 6,930 9.64%

91: 97 118,000,796.90 15.73% 5,660 7.87%

98:104 88,686,026.90 11.82% 3,997 5.56%

105:111 821,931.24 0.11% 53 0.07%

112:118 98,640.30 0.01% 6 0.01%

119:120 37,620.23 0.01% 2 0.00%

Total 749,999,968.71 100.00% 71,889 100.00%

Statistics

WA Original Term 73.43

11.1 Original Term (Graph)

0

20,000,000

40,000,000

60,000,000

80,000,000

100,000,000

120,000,000

140,000,000

7: 13 14: 20 21: 27 28: 34 35: 41 42: 48 49: 55 56: 62 63: 69 70: 76 77: 83 84: 90 91: 97 98:104 105:111 112:118 119:120

Cu

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Bal

ance

Original Term in Months

- 141 -

12. Loan Concentration

Loan

Concentration

Current Principal

Balance in EUR

Percentage

of Balance

Number

of Loans

Percentage

of Loans

Number

of

Debtors

Percentage

of Debtors

1: 1 745,159,864.07 99.35% 70,758 98.43% 70,758 99.22%

2: 2 4,728,029.40 0.63% 1,068 1.49% 534 0.75%

3: 3 98,135.07 0.01% 51 0.07% 17 0.02%

4: 4 13,940.17 0.00% 12 0.02% 3 0.00%

Total 749,999,968.71 100.00% 71,889 100.00% 71,312 100.00%

- 142 -

HISTORICAL DATA

1. Delinquencies

Delinquencies 31-60 Days, 61-90 Days and > 90 Days Past Due in % Total Portfolio

as of 31.03.2016

Year 2006 2007 2008 2009

days past due 31-60 61-90 >90 31-60 61-90 >90 31-60 61-90 >90 31-60 61-90 >90

January 0.23% 0.06% 0.04% 0.56% 0.27% 0.26% 0.54% 0.25% 0.23% 0.72% 0.34% 0.22%

February 0.28% 0.06% 0.04% 0.64% 0.27% 0.26% 0.52% 0.24% 0.21% 0.64% 0.38% 0.20%

March 0.58% 0.07% 0.03% 0.62% 0.32% 0.21% 0.61% 0.27% 0.19% 0.58% 0.39% 0.21%

April 0.44% 0.25% 0.05% 0.70% 0.30% 0.22% 0.60% 0.27% 0.21% 0.59% 0.37% 0.25%

May 0.62% 0.22% 0.13% 0.60% 0.31% 0.25% 0.66% 0.28% 0.24% 0.65% 0.34% 0.25%

June 0.74% 0.33% 0.16% 0.62% 0.28% 0.25% 0.58% 0.33% 0.26% 0.62% 0.40% 0.27%

July 0.67% 0.34% 0.20% 0.66% 0.27% 0.25% 0.56% 0.27% 0.30% 0.59% 0.41% 0.33%

August 0.63% 0.28% 0.23% 0.62% 0.28% 0.25% 0.64% 0.31% 0.24% 0.66% 0.39% 0.34%

September 0.65% 0.32% 0.23% 0.59% 0.29% 0.27% 0.60% 0.35% 0.23% 0.55% 0.41% 0.38%

October 0.63% 0.32% 0.26% 0.64% 0.25% 0.26% 0.56% 0.35% 0.19% 0.55% 0.35% 0.42%

November 0.59% 0.31% 0.27% 0.56% 0.29% 0.21% 0.63% 0.31% 0.18% 0.58% 0.36% 0.34%

December 0.56% 0.32% 0.25% 0.62% 0.24% 0.21% 0.56% 0.34% 0.14% 0.54% 0.34% 0.29%

Year 2010 2011 2012 2013

days past due 31-60 61-90 >90 31-60 61-90 >90 31-60 61-90 >90 31-60 61-90 >90

January 0.49% 0.31% 0.30% 0.64% 0.32% 0.36% 0.71% 0.39% 0.99% 0.72% 0.40% 0.73%

February 0.55% 0.27% 0.27% 0.70% 0.34% 0.36% 0.68% 0.38% 0.95% 0.72% 0.39% 0.75%

March 0.45% 0.30% 0.25% 0.69% 0.36% 0.37% 0.68% 0.36% 0.80% 0.72% 0.37% 0.71%

April 0.50% 0.27% 0.26% 0.80% 0.39% 0.44% 0.71% 0.39% 0.78% 0.73% 0.35% 0.68%

May 0.55% 0.29% 0.24% 0.73% 0.40% 0.45% 0.79% 0.44% 0.74% 0.75% 0.37% 0.64%

June 0.55% 0.33% 0.29% 0.67% 0.42% 0.50% 0.80% 0.52% 0.77% 0.71% 0.36% 0.67%

- 143 -

July 0.54% 0.36% 0.38% 0.72% 0.38% 0.48% 0.78% 0.46% 0.86% 0.69% 0.36% 0.64%

August 0.56% 0.30% 0.44% 0.66% 0.37% 0.43% 0.73% 0.41% 0.81% 0.72% 0.36% 0.66%

September 0.53% 0.33% 0.46% 0.58% 0.35% 0.36% 0.81% 0.41% 0.68% 0.71% 0.36% 0.71%

October 0.61% 0.31% 0.46% 0.66% 0.41% 0.67% 0.84% 0.41% 0.69% 0.72% 0.38% 0.68%

November 0.61% 0.35% 0.38% 0.83% 0.54% 0.85% 0.82% 0.42% 0.70% 0.76% 0.36% 0.71%

December 0.52% 0.35% 0.38% 0.68% 0.63% 0.84% 0.80% 0.43% 0.77% 0.76% 0.39% 0.67%

Year 2014 2015 2016 2017

days past due 31-60 61-90 >90 31-60 61-90 >90 31-60 61-90 >90 31-60 61-90 >90

January 0.69% 0.34% 0.67% 0.63% 0.30% 0.49% 0.53% 0.26% 0.38%

February 0.71% 0.37% 0.67% 0.62% 0.31% 0.51% 0.59% 0.24% 0.34%

March 0.68% 0.34% 0.65% 0.58% 0.28% 0.47% 0.58% 0.30% 0.32%

April 0.69% 0.35% 0.59% 0.61% 0.34% 0.46%

May 0.72% 0.31% 0.60% 0.64% 0.33% 0.48%

June 0.71% 0.33% 0.61% 0.59% 0.31% 0.44%

July 0.65% 0.30% 0.62% 0.58% 0.26% 0.43%

August 0.67% 0.31% 0.58% 0.55% 0.26% 0.42%

September 0.63% 0.30% 0.57% 0.57% 0.29% 0.41%

October 0.66% 0.30% 0.52% 0.57% 0.29% 0.41%

November 0.64% 0.31% 0.52% 0.58% 0.28% 0.40%

December 0.63% 0.31% 0.51% 0.54% 0.28% 0.40%

- 144 -

1. Static Gross Losses

Static Analysis Gross Losses - Total Portfolio

as of 31.03.2016

cumulative losses in % / months after origination

Quarter New

Business 3 6 9 12 15 18 21 24 27 30 33 36 39 42 45 48 51 54 57 60 63 66 69 72

Q1 2006 0.01% 0.12% 0.42% 0.93% 1.61% 2.20% 2.73% 3.10% 3.51% 3.77% 4.09% 4.29% 4.44% 4.63% 4.75% 4.86% 4.95% 5.03% 5.08% 5.15% 5.21% 5.24% 5.28% 5.32%

Q2 2006 0.00% 0.10% 0.45% 1.02% 1.55% 2.15% 2.78% 3.17% 3.56% 3.93% 4.29% 4.55% 4.76% 4.92% 5.14% 5.26% 5.36% 5.46% 5.55% 5.62% 5.69% 5.76% 5.81% 5.84%

Q3 2006 0.00% 0.11% 0.39% 0.90% 1.36% 1.94% 2.47% 2.92% 3.28% 3.65% 3.96% 4.22% 4.45% 4.65% 4.80% 4.91% 5.00% 5.13% 5.21% 5.27% 5.32% 5.40% 5.47% 5.51%

Q4 2006 0.01% 0.09% 0.37% 0.85% 1.49% 2.01% 2.49% 2.98% 3.31% 3.69% 3.93% 4.25% 4.50% 4.68% 4.85% 4.92% 5.05% 5.14% 5.23% 5.28% 5.36% 5.40% 5.46% 5.48%

Q1 2007 0.01% 0.13% 0.51% 0.99% 1.62% 2.27% 2.80% 3.31% 3.80% 4.17% 4.62% 5.01% 5.25% 5.43% 5.60% 5.75% 5.87% 5.95% 6.06% 6.17% 6.25% 6.33% 6.41% 6.44%

Q2 2007 0.01% 0.15% 0.46% 0.93% 1.44% 2.07% 2.58% 2.97% 3.40% 3.91% 4.33% 4.62% 4.82% 5.03% 5.22% 5.38% 5.49% 5.58% 5.70% 5.79% 5.88% 5.97% 6.03% 6.07%

Q3 2007 0.01% 0.18% 0.57% 1.04% 1.71% 2.38% 2.95% 3.42% 3.97% 4.60% 4.92% 5.21% 5.48% 5.74% 5.95% 6.09% 6.25% 6.38% 6.54% 6.66% 6.74% 6.81% 6.86% 6.90%

Q4 2007 0.01% 0.17% 0.52% 1.07% 1.59% 2.22% 2.85% 3.44% 4.16% 4.62% 4.94% 5.25% 5.56% 5.77% 5.97% 6.12% 6.30% 6.42% 6.55% 6.64% 6.77% 6.86% 6.92% 6.99%

Q1 2008 0.00% 0.12% 0.47% 0.96% 1.62% 2.36% 3.05% 3.74% 4.21% 4.62% 5.01% 5.35% 5.66% 6.02% 6.22% 6.43% 6.62% 6.81% 6.91% 7.03% 7.12% 7.19% 7.26% 7.34%

Q2 2008 0.01% 0.13% 0.45% 0.97% 1.56% 2.29% 3.01% 3.58% 4.08% 4.44% 4.88% 5.25% 5.59% 5.85% 6.10% 6.36% 6.49% 6.63% 6.78% 6.94% 7.00% 7.09% 7.14% 7.21%

Q3 2008 0.01% 0.16% 0.52% 0.99% 1.73% 2.51% 3.07% 3.54% 4.09% 4.62% 4.95% 5.33% 5.67% 5.99% 6.24% 6.51% 6.72% 6.87% 7.02% 7.15% 7.25% 7.35% 7.44% 7.51%

Q4 2008 0.01% 0.13% 0.54% 1.16% 1.94% 2.61% 3.17% 3.69% 4.17% 4.56% 4.98% 5.27% 5.58% 5.92% 6.21% 6.45% 6.63% 6.80% 6.92% 7.08% 7.19% 7.30% 7.39% 7.49%

Q1 2009 0.01% 0.13% 0.48% 1.07% 1.64% 2.12% 2.68% 3.21% 3.68% 4.12% 4.58% 4.89% 5.21% 5.46% 5.71% 5.93% 6.09% 6.24% 6.41% 6.57% 6.67% 6.78% 6.84% 6.90%

Q2 2009 0.02% 0.14% 0.53% 1.05% 1.47% 2.14% 2.81% 3.26% 3.70% 4.10% 4.42% 4.70% 5.01% 5.31% 5.56% 5.77% 5.93% 6.08% 6.21% 6.34% 6.42% 6.51% 6.60% 6.64%

Q3 2009 0.01% 0.15% 0.46% 0.86% 1.40% 2.07% 2.57% 3.10% 3.50% 3.91% 4.26% 4.57% 4.81% 5.04% 5.29% 5.47% 5.67% 5.81% 5.93% 6.05% 6.16% 6.24% 6.28% 6.31%

Q4 2009 0.03% 0.21% 0.52% 0.87% 1.43% 1.88% 2.42% 2.84% 3.28% 3.73% 4.08% 4.45% 4.78% 5.06% 5.25% 5.44% 5.61% 5.75% 5.92% 6.04% 6.13% 6.19% 6.25% 6.30%

Q1 2010 0.01% 0.08% 0.31% 0.73% 1.21% 1.74% 2.19% 2.59% 3.05% 3.51% 3.91% 4.27% 4.58% 4.83% 5.01% 5.21% 5.39% 5.52% 5.62% 5.69% 5.76% 5.82% 5.86% 5.91%

Q2 2010 0.01% 0.07% 0.35% 0.76% 1.19% 1.63% 2.14% 2.59% 3.07% 3.40% 3.75% 4.03% 4.32% 4.57% 4.81% 4.97% 5.08% 5.27% 5.40% 5.45% 5.51% 5.57% 5.63%

Q3 2010 0.01% 0.07% 0.29% 0.64% 1.04% 1.42% 1.85% 2.27% 2.67% 3.06% 3.41% 3.66% 3.87% 4.08% 4.28% 4.43% 4.60% 4.72% 4.80% 4.87% 4.90% 4.95%

Q4 2010 0.00% 0.10% 0.27% 0.71% 1.20% 1.65% 2.17% 2.62% 2.97% 3.35% 3.64% 3.94% 4.16% 4.34% 4.55% 4.70% 4.80% 4.92% 5.01% 5.08% 5.13%

Q1 2011 0.02% 0.07% 0.29% 0.60% 0.94% 1.38% 1.83% 2.26% 2.64% 3.00% 3.31% 3.61% 3.84% 4.06% 4.23% 4.41% 4.50% 4.62% 4.71% 4.78%

Q2 2011 0.01% 0.06% 0.22% 0.50% 0.83% 1.31% 1.73% 2.03% 2.35% 2.61% 2.91% 3.11% 3.30% 3.53% 3.67% 3.78% 3.86% 3.92% 3.98%

Q3 2011 0.00% 0.06% 0.29% 0.61% 1.04% 1.54% 1.98% 2.36% 2.67% 2.91% 3.18% 3.43% 3.60% 3.79% 3.92% 4.03% 4.12% 4.18%

- 145 -

Static Analysis Gross Losses - Total Portfolio

as of 31.03.2016

cumulative losses in % / months after origination

Quarter New

Business 3 6 9 12 15 18 21 24 27 30 33 36 39 42 45 48 51 54 57 60 63 66 69 72

Q4 2011 0.00% 0.06% 0.32% 0.66% 1.06% 1.54% 1.99% 2.28% 2.66% 2.97% 3.24% 3.49% 3.71% 3.87% 4.03% 4.12% 4.19%

Q1 2012 0.00% 0.05% 0.26% 0.62% 1.22% 1.62% 2.09% 2.52% 2.89% 3.28% 3.62% 3.83% 3.98% 4.15% 4.30% 4.43%

Q2 2012 0.00% 0.06% 0.28% 0.59% 1.07% 1.45% 1.96% 2.40% 2.73% 3.08% 3.37% 3.55% 3.79% 3.96% 4.12%

Q3 2012 0.00% 0.07% 0.32% 0.72% 1.23% 1.64% 2.20% 2.68% 3.15% 3.49% 3.78% 4.00% 4.17% 4.38%

Q4 2012 0.00% 0.09% 0.37% 0.72% 1.29% 1.91% 2.37% 2.93% 3.25% 3.61% 3.88% 4.13% 4.34%

Q1 2013 0.00% 0.08% 0.28% 0.76% 1.22% 1.75% 2.32% 2.72% 3.10% 3.39% 3.72% 3.98%

Q2 2013 0.01% 0.04% 0.29% 0.59% 1.04% 1.63% 2.13% 2.53% 2.92% 3.23% 3.55%

Q3 2013 0.00% 0.06% 0.29% 0.74% 1.19% 1.67% 2.15% 2.53% 2.90% 3.21%

Q4 2013 0.00% 0.10% 0.37% 0.83% 1.35% 1.76% 2.20% 2.63% 3.12%

Q1 2014 0.00% 0.09% 0.39% 0.74% 1.10% 1.61% 2.00% 2.44%

Q2 2014 0.00% 0.12% 0.38% 0.71% 1.16% 1.58% 2.05%

Q3 2014 0.00% 0.10% 0.29% 0.73% 1.11% 1.58%

Q4 2014 0.00% 0.07% 0.43% 0.85% 1.37%

Q1 2015 0.00% 0.08% 0.34% 0.76%

Q2 2015 0.00% 0.07% 0.36%

Q3 2015 0.01% 0.09%

Q4 2015 0.01%

- 146 -

2. Recoveries

Static Analysis Recoveries

as of 31.03.2016

cumulative recoveries in % / months after termination

Quarter

of Termination 6 12 18 24 30 36 42 48 54 60

Q2 2006 2.36% 4.26% 6.28% 8.21% 11.47% 13.17% 14.23% 15.47% 16.45% 17.24%

Q3 2006 1.74% 3.53% 5.81% 7.72% 10.79% 12.43% 13.49% 15.04% 16.30% 17.35%

Q4 2006 1.98% 4.17% 6.50% 8.49% 12.01% 13.81% 15.14% 16.26% 17.01% 17.70%

Q1 2007 1.68% 4.05% 6.24% 8.76% 11.93% 13.26% 15.18% 16.38% 17.17% 17.99%

Q2 2007 2.13% 4.48% 6.73% 9.18% 12.37% 14.19% 15.77% 16.67% 17.37% 18.10%

Q3 2007 2.48% 5.13% 7.36% 9.00% 12.03% 14.32% 15.88% 16.80% 17.45% 18.21%

Q4 2007 3.14% 5.51% 8.01% 10.19% 13.89% 15.99% 17.26% 18.07% 18.81% 19.73%

Q1 2008 2.15% 4.29% 6.33% 8.47% 11.56% 13.46% 14.47% 15.40% 16.07% 16.92%

Q2 2008 2.43% 4.45% 6.33% 9.15% 12.48% 13.79% 14.62% 15.34% 15.89% 16.63%

Q3 2008 3.17% 5.27% 7.47% 9.98% 13.00% 14.27% 15.22% 15.92% 16.58% 17.68%

Q4 2008 3.10% 5.19% 7.61% 10.47% 13.21% 14.37% 15.29% 16.11% 16.81% 18.48%

Q1 2009 3.62% 5.60% 8.51% 11.05% 13.68% 15.01% 15.92% 16.72% 17.55% 19.13%

Q2 2009 3.54% 6.15% 9.28% 11.25% 13.32% 14.39% 15.51% 16.36% 17.24% 18.81%

Q3 2009 3.60% 6.55% 9.35% 11.22% 13.54% 14.60% 15.78% 16.71% 17.55% 19.03%

Q4 2009 4.03% 7.12% 9.64% 11.14% 13.46% 14.63% 15.65% 16.57% 17.46% 19.14%

Q1 2010 3.36% 6.89% 9.23% 11.22% 13.86% 15.12% 16.44% 17.56% 18.62% 20.78%

Q2 2010 4.40% 7.74% 9.76% 11.56% 14.29% 15.49% 16.54% 17.55% 19.55% 20.57%

Q3 2010 4.16% 7.39% 9.41% 11.21% 13.86% 14.94% 16.05% 16.95% 18.72% 19.63%

Q4 2010 3.83% 7.99% 9.94% 11.65% 14.73% 15.90% 17.00% 18.76% 19.56% 20.37%

Q1 2011 4.23% 7.50% 9.72% 11.38% 14.28% 15.54% 16.62% 18.54% 19.37% 20.20%

Q2 2011 4.31% 7.80% 10.04% 11.80% 14.84% 16.46% 18.72% 19.72% 20.58%

Q3 2011 4.29% 7.73% 9.75% 11.47% 14.75% 16.02% 18.15% 19.07% 19.93%

Q4 2011 3.21% 6.23% 8.99% 11.07% 14.52% 17.08% 18.26% 19.41%

Q1 2012 3.56% 7.20% 9.69% 11.84% 15.33% 17.66% 18.94% 20.01%

Q2 2012 3.72% 7.33% 9.56% 11.51% 16.14% 17.35% 18.76%

Q3 2012 4.26% 6.88% 9.01% 11.64% 15.83% 17.10% 18.29%

Q4 2012 4.44% 8.16% 10.48% 12.94% 16.80% 18.30%

Q1 2013 4.45% 8.32% 11.11% 13.28% 17.30% 18.76%

Q2 2013 4.50% 7.99% 10.98% 12.86% 17.02%

Q3 2013 4.52% 8.53% 11.64% 14.12% 18.13%

Q4 2013 4.92% 9.02% 11.43% 13.68%

Q1 2014 5.77% 10.46% 13.13% 15.40%

Q2 2014 5.08% 8.93% 11.69%

Q3 2014 5.56% 9.28% 11.67%

Q4 2014 4.87% 8.80%

Q1 2015 4.86% 8.44%

Q2 2015 3.53%

Q3 2015 3.45%

- 147 -

3. Prepayments

Annualised Prepayments

as of 31.03.2016

Prepayments in % of Total

Outstanding Loan Balance 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

January 48.56% 46.05% 35.89% 30.60% 26.26% 27.96% 46.23% 33.60% 30.96% 29.88% 31.68%

February 41.12% 41.10% 36.88% 31.20% 25.56% 27.96% 33.57% 34.20% 29.88% 27.60% 34.44%

March 49.33% 43.47% 34.34% 32.16% 30.13% 34.80% 37.12% 33.60% 34.80% 31.20% 32.16%

April 46.25% 38.59% 38.70% 28.44% 26.94% 28.56% 30.03% 30.72% 30.36% 28.08%

May 50.31% 36.01% 31.34% 25.08% 26.08% 29.52% 28.20% 27.48% 28.80% 25.08%

June 44.53% 36.00% 34.32% 27.48% 27.84% 28.44% 25.85% 26.76% 25.56% 28.80%

July 52.35% 45.64% 39.48% 30.36% 32.04% 30.24% 31.44% 34.92% 31.68% 34.56%

August 45.83% 38.05% 28.80% 25.56% 26.64% 29.64% 31.80% 28.08% 28.08% 29.04%

September 38.49% 32.41% 30.72% 26.25% 27.24% 29.52% 27.12% 27.12% 27.24% 27.60%

October 41.40% 40.53% 32.28% 26.90% 28.08% N/A* 30.12% 28.08% 30.48% 29.16%

November 37.08% 31.46% 26.40% 21.47% 26.76% 21.54% 27.72% 23.16% 24.36% 25.56%

December 29.08% 20.32% 22.20% 18.28% 20.40% 20.89% 21.24% 19.92% 20.76% 23.04%

* missing data point due to IT migration of whole portfolio from MBS to Partenon banking system

- 148 -

ASSUMED AMORTISATION OF THE PURCHASED RECEIVABLES AND OF THE NOTES

Assumed Amortisation of the Purchased Receivables if Clean-up Call option is exercised

This amortisation scenario is based on the assumption (i) that a replenishment takes place over twelve

(12) months and (ii) that no losses, or delinquencies occur, (iii) that 0% annualised prepayments occur,

and (iii) that the Clean-up Call option is exercised. It should be noted that the actual amortisation of the

Purchased Receivables may differ substantially from the amortisation scenario indicated below.

Payment Date falling in Amortisation Profile of Loan

Receivables (EUR)

Scheduled Amortisation

(EUR)

Sep-16 749,999,969 -

Oct-16 749,999,969 -

Nov-16 749,999,969 -

Dec-16 749,999,969 -

Jan-17 749,999,969 -

Feb-17 749,999,969 -

Mar-17 749,999,969 -

Apr-17 749,999,969 -

May-17 749,999,969 -

Jun-17 749,999,969 -

Jul-17 749,999,969 -

Aug-17 749,999,969 -

Sep-17 749,999,969 -

Oct-17 737,722,430 12,277,539

Nov-17 725,383,640 12,338,790

Dec-17 713,000,605 12,383,035

Jan-18 700,603,034 12,397,571

Feb-18 688,205,729 12,397,305

Mar-18 675,798,672 12,407,056

Apr-18 663,406,078 12,392,594

May-18 651,058,726 12,347,353

Jun-18 638,774,045 12,284,681

Jul-18 626,567,516 12,206,528

Aug-18 614,450,259 12,117,257

Sep-18 602,398,093 12,052,166

Oct-18 590,364,543 12,033,550

Nov-18 578,359,473 12,005,069

Dec-18 566,422,872 11,936,602

Jan-19 554,552,599 11,870,272

Feb-19 542,767,928 11,784,671

Mar-19 531,046,140 11,721,788

Apr-19 519,370,338 11,675,802

May-19 507,794,906 11,575,432

Jun-19 496,323,964 11,470,943

Jul-19 484,979,038 11,344,926

Aug-19 473,771,932 11,207,106

Sep-19 462,668,577 11,103,355

Oct-19 451,568,472 11,100,105

Nov-19 440,483,960 11,084,512

Dec-19 429,469,051 11,014,908

Jan-20 418,523,157 10,945,894

Feb-20 407,669,387 10,853,770

Mar-20 396,893,623 10,775,763

Apr-20 386,211,836 10,681,787

May-20 375,704,484 10,507,352

Jun-20 365,372,072 10,332,412

Jul-20 355,226,865 10,145,207

- 149 -


Receivables (EUR)


(EUR)

Aug-20 345,307,879 9,918,985

Sep-20 335,548,077 9,759,802

Oct-20 325,803,718 9,744,359

Nov-20 316,084,117 9,719,601

Dec-20 306,425,778 9,658,339

Jan-21 296,829,060 9,596,718

Feb-21 287,310,214 9,518,846

Mar-21 277,866,566 9,443,648

Apr-21 268,497,396 9,369,170

May-21 259,258,138 9,239,259

Jun-21 250,162,430 9,095,708

Jul-21 241,222,641 8,939,789

Aug-21 232,473,810 8,748,831

Sep-21 223,869,964 8,603,847

Oct-21 215,308,704 8,561,260

Nov-21 206,803,400 8,505,304

Dec-21 198,390,202 8,413,198

Jan-22 190,084,347 8,305,855

Feb-22 181,893,650 8,190,696

Mar-22 173,815,283 8,078,368

Apr-22 165,866,165 7,949,118

May-22 158,139,182 7,726,982

Jun-22 150,650,807 7,488,375

Jul-22 143,388,950 7,261,857

Aug-22 136,390,023 6,998,927

Sep-22 129,615,176 6,774,846

Oct-22 122,930,587 6,684,590

Nov-22 116,333,583 6,597,004

Dec-22 109,897,706 6,435,877

Jan-23 103,594,781 6,302,925

Feb-23 97,455,118 6,139,663

Mar-23 91,464,026 5,991,091

Apr-23 85,607,673 5,856,353

May-23 79,985,998 5,621,675

Jun-23 - 79,985,998

Jul-23 - -

Aug-23 - -

Sep-23 - -

Oct-23 - -

Nov-23 - -

Dec-23 - -

- 150 -

This Amortisation scenario is based on the assumption (i) that no losses, or delinquencies occur, (ii) that

30% annualised prepayments occur, and (iii) that the clean-up call option is exercised. It should be noted

that the actual amortisation of the Notes may differ substantially from the amortisation scenario indicated

below.


Receivables (EUR)


(EUR)

Sep-16 749,999,969 -

Oct-16 749,999,969 -

Nov-16 749,999,969 -

Dec-16 749,999,969 -

Jan-17 749,999,969 -

Feb-17 749,999,969 -

Mar-17 749,999,969 -

Apr-17 749,999,969 -

May-17 749,999,969 -

Jun-17 749,999,969 -

Jul-17 749,999,969 -

Aug-17 749,999,969 -

Sep-17 749,999,969 -

Oct-17 716,117,837 33,882,131

Nov-17 683,519,271 32,598,567

Dec-17 652,175,393 31,343,878

Jan-18 622,068,237 30,107,155

Feb-18 593,165,386 28,902,851

Mar-18 565,413,735 27,751,651

Apr-18 538,790,550 26,623,185

May-18 513,277,457 25,513,093

Jun-18 488,844,565 24,432,892

Jul-18 465,460,583 23,383,982

Aug-18 443,091,346 22,369,236

Sep-18 421,678,665 21,412,682

Oct-18 401,152,783 20,525,882

Nov-18 381,486,260 19,666,523

Dec-18 362,671,419 18,814,841

Jan-19 344,672,630 17,998,789

Feb-19 327,468,654 17,203,977

Mar-19 311,013,554 16,455,099

Apr-19 295,267,540 15,746,014

May-19 280,232,439 15,035,101

Jun-19 265,880,701 14,351,738

Jul-19 252,194,750 13,685,951

Aug-19 239,151,938 13,042,812

Sep-19 226,707,602 12,444,335

Oct-19 214,788,584 11,919,018

Nov-19 203,380,441 11,408,143

Dec-19 192,487,469 10,892,972

Jan-20 182,088,109 10,399,360

Feb-20 172,171,672 9,916,437

Mar-20 162,711,864 9,459,807

Apr-20 153,695,865 9,016,000

May-20 145,135,778 8,560,087

Jun-20 137,010,849 8,124,929

Jul-20 129,305,476 7,705,374

Aug-20 122,013,843 7,291,633

Sep-20 115,092,990 6,920,852

Oct-20 108,477,997 6,614,993

Nov-20 102,159,745 6,318,252

- 151 -


Receivables (EUR)


(EUR)

Dec-20 96,137,744 6,022,001

Jan-21 90,399,609 5,738,135

Feb-21 84,938,132 5,461,477

Mar-21 79,740,588 5,197,543

Apr-21 - 79,740,588

May-21 - -

Jun-21 - -

Jul-21 - -

Aug-21 - -

Sep-21 - -

Oct-21 - -

Nov-21 - -

Dec-21 - -

Jan-22 - -

Feb-22 - -

Mar-22 - -

Apr-22 - -

May-22 - -

Jun-22 - -

Jul-22 - -

Aug-22 - -

Sep-22 - -

Oct-22 - -

Nov-22 - -

Dec-22 - -

Jan-23 - -

Feb-23 - -

Mar-23 - -

Apr-23 - -

May-23 - -

Jun-23 - -

Jul-23 - -

Aug-23 - -

Sep-23 - -

Oct-23 - -

Nov-23 - -

Dec-23 - -

- 152-

Assumed Amortisation of the Notes if Clean-up Call option is exercised

This Amortisation scenario is based on the assumption (i) that no losses, or delinquencies occur, (ii) that 0% prepayments occur, and (iii) that the Clean-up Call option is

exercised. It should be noted that the actual amortisation of the Notes may differ substantially from the amortisation scenario indicated below.

Payment Date

falling in

Principal

Amount

Outstanding

Class A (EUR)

Principal

Amount

Outstanding

Class B (EUR)

Principal

Amount

Outstanding

Class C (EUR)

Principal

Amount

Outstanding

Class D (EUR)

Principal

Amount

Outstanding

Class E (EUR)

Amortisation

of Class A

(EUR)

Amortisation

of Class B

(EUR)

Amortisation

of Class C

(EUR)

Amortisation

of Class D

(EUR)

Amortisation

of Class E

(EUR)

Sep-16 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - - Oct-16 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - -

Nov-16 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - -

Dec-16 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - - Jan-17 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - -

Feb-17 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - - Mar-17 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - -

Apr-17 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - -

May-17 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - - Jun-17 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - -

Jul-17 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - -

Aug-17 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - - Sep-17 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - -

Oct-17 623,522,430 43,200,000 28,200,000 11,300,000 31,500,000 12,277,570 - - - -

Nov-17 611,183,640 43,200,000 28,200,000 11,300,000 31,500,000 12,338,790 - - - - Dec-17 598,800,605 43,200,000 28,200,000 11,300,000 31,500,000 12,383,035 - - - -

Jan-18 586,403,034 43,200,000 28,200,000 11,300,000 31,500,000 12,397,571 - - - -

Feb-18 574,005,729 43,200,000 28,200,000 11,300,000 31,500,000 12,397,305 - - - - Mar-18 561,598,672 43,200,000 28,200,000 11,300,000 31,500,000 12,407,056 - - - -

Apr-18 549,206,078 43,200,000 28,200,000 11,300,000 31,500,000 12,392,594 - - - -

May-18 536,858,726 43,200,000 28,200,000 11,300,000 31,500,000 12,347,353 - - - - Jun-18 524,574,045 43,200,000 28,200,000 11,300,000 31,500,000 12,284,681 - - - -

Jul-18 512,367,516 43,200,000 28,200,000 11,300,000 31,500,000 12,206,528 - - - -

Aug-18 500,250,259 43,200,000 28,200,000 11,300,000 31,500,000 12,117,257 - - - - Sep-18 488,198,093 43,200,000 28,200,000 11,300,000 31,500,000 12,052,166 - - - -

Oct-18 476,164,543 43,200,000 28,200,000 11,300,000 31,500,000 12,033,550 - - - -

Nov-18 464,159,473 43,200,000 28,200,000 11,300,000 31,500,000 12,005,069 - - - - Dec-18 452,222,872 43,200,000 28,200,000 11,300,000 31,500,000 11,936,602 - - - -

Jan-19 440,352,599 43,200,000 28,200,000 11,300,000 31,500,000 11,870,272 - - - -

Feb-19 428,567,928 43,200,000 28,200,000 11,300,000 31,500,000 11,784,671 - - - - Mar-19 416,846,140 43,200,000 28,200,000 11,300,000 31,500,000 11,721,788 - - - -

Apr-19 405,170,338 43,200,000 28,200,000 11,300,000 31,500,000 11,675,802 - - - -

May-19 393,594,906 43,200,000 28,200,000 11,300,000 31,500,000 11,575,432 - - - - Jun-19 382,123,964 43,200,000 28,200,000 11,300,000 31,500,000 11,470,943 - - - -

Jul-19 370,779,038 43,200,000 28,200,000 11,300,000 31,500,000 11,344,926 - - - -

Aug-19 359,571,932 43,200,000 28,200,000 11,300,000 31,500,000 11,207,106 - - - -

- 153-

Payment Date

falling in

Principal

Amount

Outstanding

Class A (EUR)

Principal

Amount

Outstanding

Class B (EUR)

Principal

Amount

Outstanding

Class C (EUR)

Principal

Amount

Outstanding

Class D (EUR)

Principal

Amount

Outstanding

Class E (EUR)

Amortisation

of Class A

(EUR)

Amortisation

of Class B

(EUR)

Amortisation

of Class C

(EUR)

Amortisation

of Class D

(EUR)

Amortisation

of Class E

(EUR)

Sep-19 348,468,577 43,200,000 28,200,000 11,300,000 31,500,000 11,103,355 - - - -

Oct-19 337,368,472 43,200,000 28,200,000 11,300,000 31,500,000 11,100,105 - - - -

Nov-19 326,283,960 43,200,000 28,200,000 11,300,000 31,500,000 11,084,512 - - - - Dec-19 315,269,051 43,200,000 28,200,000 11,300,000 31,500,000 11,014,908 - - - -

Jan-20 304,323,157 43,200,000 28,200,000 11,300,000 31,500,000 10,945,894 - - - -

Feb-20 293,469,387 43,200,000 28,200,000 11,300,000 31,500,000 10,853,770 - - - -

Mar-20 282,693,623 43,200,000 28,200,000 11,300,000 31,500,000 10,775,763 - - - -

Apr-20 272,011,836 43,200,000 28,200,000 11,300,000 31,500,000 10,681,787 - - - -

May-20 261,504,484 43,200,000 28,200,000 11,300,000 31,500,000 10,507,352 - - - - Jun-20 251,172,072 43,200,000 28,200,000 11,300,000 31,500,000 10,332,412 - - - -

Jul-20 241,026,865 43,200,000 28,200,000 11,300,000 31,500,000 10,145,207 - - - -

Aug-20 231,107,879 43,200,000 28,200,000 11,300,000 31,500,000 9,918,985 - - - - Sep-20 221,348,077 43,200,000 28,200,000 11,300,000 31,500,000 9,759,802 - - - -

Oct-20 211,603,718 43,200,000 28,200,000 11,300,000 31,500,000 9,744,359 - - - -

Nov-20 201,884,117 43,200,000 28,200,000 11,300,000 31,500,000 9,719,601 - - - - Dec-20 192,225,778 43,200,000 28,200,000 11,300,000 31,500,000 9,658,339 - - - -

Jan-21 182,629,060 43,200,000 28,200,000 11,300,000 31,500,000 9,596,718 - - - -

Feb-21 173,110,214 43,200,000 28,200,000 11,300,000 31,500,000 9,518,846 - - - - Mar-21 163,666,566 43,200,000 28,200,000 11,300,000 31,500,000 9,443,648 - - - -

Apr-21 154,297,396 43,200,000 28,200,000 11,300,000 31,500,000 9,369,170 - - - -

May-21 145,058,138 43,200,000 28,200,000 11,300,000 31,500,000 9,239,259 - - - - Jun-21 135,962,430 43,200,000 28,200,000 11,300,000 31,500,000 9,095,708 - - - -

Jul-21 127,022,641 43,200,000 28,200,000 11,300,000 31,500,000 8,939,789 - - - -

Aug-21 118,273,810 43,200,000 28,200,000 11,300,000 31,500,000 8,748,831 - - - - Sep-21 109,669,964 43,200,000 28,200,000 11,300,000 31,500,000 8,603,847 - - - -

Oct-21 101,108,704 43,200,000 28,200,000 11,300,000 31,500,000 8,561,260 - - - -

Nov-21 92,603,400 43,200,000 28,200,000 11,300,000 31,500,000 8,505,304 - - - - Dec-21 84,190,202 43,200,000 28,200,000 11,300,000 31,500,000 8,413,198 - - - -

Jan-22 75,884,347 43,200,000 28,200,000 11,300,000 31,500,000 8,305,855 - - - -

Feb-22 67,693,650 43,200,000 28,200,000 11,300,000 31,500,000 8,190,696 - - - - Mar-22 59,615,283 43,200,000 28,200,000 11,300,000 31,500,000 8,078,368 - - - -

Apr-22 51,666,165 43,200,000 28,200,000 11,300,000 31,500,000 7,949,118 - - - -

May-22 43,939,182 43,200,000 28,200,000 11,300,000 31,500,000 7,726,982 - - - - Jun-22 36,450,807 43,200,000 28,200,000 11,300,000 31,500,000 7,488,375 - - - -

Jul-22 29,188,950 43,200,000 28,200,000 11,300,000 31,500,000 7,261,857 - - - - Aug-22 22,190,023 43,200,000 28,200,000 11,300,000 31,500,000 6,998,927 - - - -

Sep-22 15,415,176 43,200,000 28,200,000 11,300,000 31,500,000 6,774,846 - - - -

Oct-22 8,730,587 43,200,000 28,200,000 11,300,000 31,500,000 6,684,590 - - - - Nov-22 2,133,583 43,200,000 28,200,000 11,300,000 31,500,000 6,597,004 - - - -

Dec-22 - 38,897,706 28,200,000 11,300,000 31,500,000 2,133,583 4,302,294 - - -

Jan-23 - 32,594,781 28,200,000 11,300,000 31,500,000 - 6,302,925 - - - Feb-23 - 26,455,118 28,200,000 11,300,000 31,500,000 - 6,139,663 - - -

- 154-

Payment Date

falling in

Principal

Amount

Outstanding

Class A (EUR)

Principal

Amount

Outstanding

Class B (EUR)

Principal

Amount

Outstanding

Class C (EUR)

Principal

Amount

Outstanding

Class D (EUR)

Principal

Amount

Outstanding

Class E (EUR)

Amortisation

of Class A

(EUR)

Amortisation

of Class B

(EUR)

Amortisation

of Class C

(EUR)

Amortisation

of Class D

(EUR)

Amortisation

of Class E

(EUR)

Mar-23 - 20,464,026 28,200,000 11,300,000 31,500,000 - 5,991,091 - - -

Apr-23 - 14,607,673 28,200,000 11,300,000 31,500,000 - 5,856,353 - - -

May-23 - 8,985,998 28,200,000 11,300,000 31,500,000 - 5,621,675 - - - Jun-23 - - - - - - 8,985,998 28,200,000 11,300,000 31,500,000

Jul-23 - - - - - - - - - -

Aug-23 - - - - - - - - - -

Sep-23 - - - - - - - - - -

Oct-23 - - - - - - - - - -

Nov-23 - - - - - - - - - - Dec-23 - - - - - - - - - -

- 155-

This Amortisation scenario is based on the assumption (i) that no losses, or delinquencies occur, (ii) that 30% annualised prepayments occur, and (iii) that the Clean-up Call

option is exercised. It should be noted that the actual amortisation of the Notes may differ substantially from the amortisation scenario indicated below.

Payment Date

falling in

Principal

Amount

Outstanding

Class A (EUR)

Principal

Amount

Outstanding

Class B (EUR)

Principal

Amount

Outstanding

Class C (EUR)

Principal

Amount

Outstanding

Class D (EUR)

Principal

Amount

Outstanding

Class E (EUR)

Amortisation

of Class A

(EUR)

Amortisation

of Class B

(EUR)

Amortisation

of Class C

(EUR)

Amortisation

of Class D

(EUR)

Amortisation

of Class E

(EUR)

Sep-16 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - - Oct-16 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - -

Nov-16 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - -

Dec-16 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - - Jan-17 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - -

Feb-17 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - - Mar-17 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - -

Apr-17 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - -

May-17 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - - Jun-17 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - -

Jul-17 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - -

Aug-17 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - - Sep-17 635,800,000 43,200,000 28,200,000 11,300,000 31,500,000 - - - - -

Oct-17 601,917,837 43,200,000 28,200,000 11,300,000 31,500,000 33,882,163 - - - -

Nov-17 569,319,271 43,200,000 28,200,000 11,300,000 31,500,000 32,598,567 - - - - Dec-17 537,975,393 43,200,000 28,200,000 11,300,000 31,500,000 31,343,878 - - - -

Jan-18 507,868,237 43,200,000 28,200,000 11,300,000 31,500,000 30,107,155 - - - -

Feb-18 478,965,386 43,200,000 28,200,000 11,300,000 31,500,000 28,902,851 - - - - Mar-18 451,213,735 43,200,000 28,200,000 11,300,000 31,500,000 27,751,651 - - - -

Apr-18 424,590,550 43,200,000 28,200,000 11,300,000 31,500,000 26,623,185 - - - -

May-18 399,077,457 43,200,000 28,200,000 11,300,000 31,500,000 25,513,093 - - - - Jun-18 374,644,565 43,200,000 28,200,000 11,300,000 31,500,000 24,432,892 - - - -

Jul-18 351,260,583 43,200,000 28,200,000 11,300,000 31,500,000 23,383,982 - - - -

Aug-18 328,891,346 43,200,000 28,200,000 11,300,000 31,500,000 22,369,236 - - - - Sep-18 307,478,665 43,200,000 28,200,000 11,300,000 31,500,000 21,412,682 - - - -

Oct-18 286,952,783 43,200,000 28,200,000 11,300,000 31,500,000 20,525,882 - - - -

Nov-18 267,286,260 43,200,000 28,200,000 11,300,000 31,500,000 19,666,523 - - - - Dec-18 248,471,419 43,200,000 28,200,000 11,300,000 31,500,000 18,814,841 - - - -

Jan-19 230,472,630 43,200,000 28,200,000 11,300,000 31,500,000 17,998,789 - - - -

Feb-19 213,268,654 43,200,000 28,200,000 11,300,000 31,500,000 17,203,977 - - - - Mar-19 196,813,554 43,200,000 28,200,000 11,300,000 31,500,000 16,455,099 - - - -

Apr-19 181,067,540 43,200,000 28,200,000 11,300,000 31,500,000 15,746,014 - - - -

May-19 166,032,439 43,200,000 28,200,000 11,300,000 31,500,000 15,035,101 - - - - Jun-19 151,680,701 43,200,000 28,200,000 11,300,000 31,500,000 14,351,738 - - - -

Jul-19 137,994,750 43,200,000 28,200,000 11,300,000 31,500,000 13,685,951 - - - -

Aug-19 124,951,938 43,200,000 28,200,000 11,300,000 31,500,000 13,042,812 - - - -

- 156-

Payment Date

falling in

Principal

Amount

Outstanding

Class A (EUR)

Principal

Amount

Outstanding

Class B (EUR)

Principal

Amount

Outstanding

Class C (EUR)

Principal

Amount

Outstanding

Class D (EUR)

Principal

Amount

Outstanding

Class E (EUR)

Amortisation

of Class A

(EUR)

Amortisation

of Class B

(EUR)

Amortisation

of Class C

(EUR)

Amortisation

of Class D

(EUR)

Amortisation

of Class E

(EUR)

Sep-19 112,507,602 43,200,000 28,200,000 11,300,000 31,500,000 12,444,335 - - - -

Oct-19 100,588,584 43,200,000 28,200,000 11,300,000 31,500,000 11,919,018 - - - -

Nov-19 89,180,441 43,200,000 28,200,000 11,300,000 31,500,000 11,408,143 - - - - Dec-19 78,287,469 43,200,000 28,200,000 11,300,000 31,500,000 10,892,972 - - - -

Jan-20 67,888,109 43,200,000 28,200,000 11,300,000 31,500,000 10,399,360 - - - -

Feb-20 57,971,672 43,200,000 28,200,000 11,300,000 31,500,000 9,916,437 - - - -

Mar-20 48,511,864 43,200,000 28,200,000 11,300,000 31,500,000 9,459,807 - - - -

Apr-20 39,495,865 43,200,000 28,200,000 11,300,000 31,500,000 9,016,000 - - - -

May-20 30,935,778 43,200,000 28,200,000 11,300,000 31,500,000 8,560,087 - - - - Jun-20 22,810,849 43,200,000 28,200,000 11,300,000 31,500,000 8,124,929 - - - -

Jul-20 15,105,476 43,200,000 28,200,000 11,300,000 31,500,000 7,705,374 - - - -

Aug-20 7,813,843 43,200,000 28,200,000 11,300,000 31,500,000 7,291,633 - - - - Sep-20 892,990 43,200,000 28,200,000 11,300,000 31,500,000 6,920,852 - - - -

Oct-20 - 37,477,997 28,200,000 11,300,000 31,500,000 892,990 5,722,003 - - -

Nov-20 - 31,159,745 28,200,000 11,300,000 31,500,000 - 6,318,252 - - - Dec-20 - 25,137,744 28,200,000 11,300,000 31,500,000 - 6,022,001 - - -

Jan-21 - 19,399,609 28,200,000 11,300,000 31,500,000 - 5,738,135 - - -

Feb-21 - 13,938,132 28,200,000 11,300,000 31,500,000 - 5,461,477 - - - Mar-21 - 8,740,588 28,200,000 11,300,000 31,500,000 - 5,197,543 - - -

Apr-21 - - - - - - 8,740,588 28,200,000 11,300,000 31,500,000

May-21 - - - - - - - - - - Jun-21 - - - - - - - - - -

Jul-21 - - - - - - - - - -

Aug-21 - - - - - - - - - - Sep-21 - - - - - - - - - -

Oct-21 - - - - - - - - - -

Nov-21 - - - - - - - - - - Dec-21 - - - - - - - - - -

Jan-22 - - - - - - - - - -

Feb-22 - - - - - - - - - - Mar-22 - - - - - - - - - -

Apr-22 - - - - - - - - - -

May-22 - - - - - - - - - - Jun-22 - - - - - - - - - -

Jul-22 - - - - - - - - - - Aug-22 - - - - - - - - - -

Sep-22 - - - - - - - - - -

Oct-22 - - - - - - - - - - Nov-22 - - - - - - - - - -

Dec-22 - - - - - - - - - -

Jan-23 - - - - - - - - - - Feb-23 - - - - - - - - - -

- 157-

Payment Date

falling in

Principal

Amount

Outstanding

Class A (EUR)

Principal

Amount

Outstanding

Class B (EUR)

Principal

Amount

Outstanding

Class C (EUR)

Principal

Amount

Outstanding

Class D (EUR)

Principal

Amount

Outstanding

Class E (EUR)

Amortisation

of Class A

(EUR)

Amortisation

of Class B

(EUR)

Amortisation

of Class C

(EUR)

Amortisation

of Class D

(EUR)

Amortisation

of Class E

(EUR)

Mar-23 - - - - - - - - - -

Apr-23 - - - - - - - - - -

May-23 - - - - - - - - - - Jun-23 - - - - - - - - - -

Jul-23 - - - - - - - - - -

Aug-23 - - - - - - - - - -

Sep-23 - - - - - - - - - -

Oct-23 - - - - - - - - - -

Nov-23 - - - - - - - - - - Dec-23 - - - - - - - - - -

- 158 -

CREDIT AND COLLECTION POLICY

The following is a description of the credit and collection principles (such description, the "Credit and

Collection Policy") which must be complied with in respect of origination and servicing of the Purchased

Receivables. The Credit and Collection Policy which had been applied by the Seller to the origination of

Purchased Receivables is consistent with the solid and clear credit policies (Kreditvorgabekriterien) the

Seller applies (for the avoidance of doubt) irrespective of a potential securitisation transaction to its other

German consumer loan receivables. The Credit and Collection Policy is set out in Appendix D to the

Terms and Conditions of the Notes and forms an integral part of the Terms and Conditions of the Notes.

I. Credit Policies

Decisions on the granting of a loan are based on the applicant's credit worthiness. The credit worthiness

will be assessed primarily by using five components: (i) scoring, (ii) customer history, (iii) credit bureau

information, (iv) household budget calculation and (v) other credit and competence guidelines.

Scoring

The scoring is the most reliable instrument to forecast the probability of default. The segmentation of the

scorecards as well as their development is subject to statistical methods and is based on historical

application and performance data of the Santander Consumer Bank. Different scorecards are in place,

each score card takes different characteristics into account.

Depending on the respective information which applies to each characteristic, a certain amount of points

per characteristics is derived, according to scientific methods. All results are summarized and the final

value gives a prediction of the risk of granting a loan to the applicant.

This scoring process is treated strictly confidential. Neither information regarding the weighting or values

of single criteria, nor cut-off limits of scoring results are communicated externally to applicants.

However, information according to the data protection law is given to the applicant if requested for.

Customer history

For existing customers the (relevant) information internally available is considered (e.g. credit history,

payment behaviour). Applicants with whom the bank has made "good" experience are more likely to get a

new loan than those with "bad" experience – ceteris paribus -.

The customer position is calculated. The total outstandings (including the available credit line) of each

applicant are aggregated.

Credit Bureau Information

SCHUFA Holding AG (Schutzgemeinschaft für allgemeine Kreditsicherung) is the main central database

for creditor information used when assessing the credit history of private customers. SCHUFA provides

Santander Consumer Bank with information concerning existing loan and leasing agreements, existence

of bank accounts, previous defaults with respect to financial obligations, existence of insolvency

proceedings, declarations of insolvency. In addition SCHUFA score is derived. SCHUFA provides the

necessary information electronically.

Household Budget Calculation

The household budget calculation is based on the information received by way of self-disclosure

(Selbstauskunft) of the respective applicant and salary accounts as well as by accounting for household

expenditures, taking into account certain lump sums (e.g. cost of living) as well as monthly rates of

already existing accounts or leasing contracts.

Other Credit and Competence Guidelines

Legal requirements and Santander Consumer Bank's internal credit guidelines have to be fulfilled before

granting a loan.

- 159 -

The necessary competence level for granting a loan (acc. to the competence guidelines) is evaluated and

checked automatically for the vast majority of cases.

Lending Decision

Lending decisions for private customers applying for a loan are generally made by using computer based

systems that evaluate the score and other information as described above.

The results of the foregoing assessments will be evaluated according to certain guidelines. Based on such

evaluation, credit decisions in the categories "red", "amber" and "green" are made. If the result is "red" or

"amber", the application can only be approved by a specialised unit of senior credit analysts within Risk

Management called Risk Underwriting.

The decision is performed in line with the competence and credit guidelines. As a result of the decision (i)

the loan will be finally granted, (ii) the application will be refused or (iii) further documents or collateral

will be requested.

Once a final and positive decision is taken the loan amount will be paid out to the customer.

II. Collection Policy

Reminders

Subject to rare exceptions, the reminder guidelines of Santander Consumer Bank are the following. If

Santander Consumer Bank does not receive a due payment, the debtor will be notified in writing by

computer-generated reminder letter of such delay.

In case of continuous delay, the customer receives in total 5 automatic letters ending with the threat of

termination as the last automatic dunning letter. In parallel the instalment will be drawn every 14 days. In

principle between 120 and 180 days past due and the debtor still fails to pay, the relevant loan will be

terminated, provided that the requirements under the German Civil Code concerning consumer loans have

been satisfied.

Collection Activities

With the first day in arrears the costumer is transferred to the Collection Business Unit. The Collection

Business Unit in general is the owner of all delinquent customers from day 1 past due. Within this

department, in addition to the above mentioned reminder letters, the customer will be tackled by the

responsible business line (External Call Centers, or Collection Center), depending on different criteria

(e.g. outstanding amount, days in arrears, type of loan). The objective of these business lines is to get in

touch with the customer and find solutions to enter into payment arrangements. Any arrangements which

affect the term of the contract are finally decided through the Collection Business Unit (Refinancing

Department or Collection Center) in relation to the rules given by the department Risk Management. If

the outstanding amount of the loan is older than 90 dpd, the Collection Business Unit decides about the

refinancing measure in collaboration with Risk Management (first and second vote principle).

Sustainable cure of delinquent customers

At any time during the above mentioned collection procedure the employees of Santander Consumer

Bank will use best efforts to achieve a payment arrangement with the debtor in accordance to the

Santander Refinancing Policy i.e. adjustments of the loan terms including deferral or reduction of the

instalments. The Refinancing Policy is an organizational framework which describes the usage of the

different refinancing products (e.g. deferrals, instalment reductions) and includes the competence matrix.

The competence matrix defines the refinancing competences for each employee and the measures which

each one is allowed to apply. A customer's payment schedule therefore may be changed if he asks for the

due date of instalments to be altered (e.g. from the 1st to the 15th day of each month), if he prepays the

amount (in which case either his monthly instalments or the term of the loan may be reduced or the

corresponding subsequent monthly instalments can be postponed and the loan returns to the initially

scheduled amortisation schedule later) or if he applies for an extension of the due date of the loan.

- 160 -

A payment pause does not change the term of the loan, but merely postpones the due date of payments.

The period of a loan may be extended only by a limited number of months and only in accordance to the

Refinancing Policy. A loan extension means, that an instalment is postponed to a new date outside the

original loan schedule, resulting in an extra interest being payable.

Enforcement

With termination of a loan Santander Consumer Bank will hand over the account to a debt collection

agency specialized in the collection of outstanding debt. In addition to written correspondence, the debtor

is contacted via other communication channels on a regular basis. Depending on the financial situation of

the debtor and the willingness for cooperation, the debt collection agency will take adequate actions

ranging from making a payment agreement with the debtor to enforcement proceedings or filing of claims

in insolvency proceedings. If the debtor does not make any payments for a period of generally 12 months,

the outstanding debt is written off by Santander Consumer Bank. In this case, the claim is either

continued collected by the debt collection agency or entered into a due diligence for the sale to an

external party.

- 161 -

THE ISSUER

Establishment and Registered Office

The Issuer was incorporated in Germany on 28 July 2016 and registered with the commercial register of

the local court (Amtsgericht) in Frankfurt am Main under registration number HRB 106078 as an

entrepreneurial company with limited liability (Unternehmergesellschaft (haftungsbeschränkt)) under the

German Act on Companies with Limited Liability (Gesetz betreffend die Gesellschaften mit beschränkter

Haftung) under the name of SC Germany Consumer 2016-1 UG (haftungsbeschränkt). The Issuer has

been incorporated for an indefinite length of life. The Issuer's registered office and principal place of

business is located at c/o Wilmington Trust SP Services (Frankfurt) GmbH, Steinweg 3-5, 60313

Frankfurt am Main, Germany (telephone no. +49 (0)69 9288 495 12 and +49 (0)69 9288 495 25), the

location at which the Issuer's register of shareholders is kept. The shareholders of the Issuer are Stiftung

Kapitalmarktrecht für den Finanzstandort Deutschland, Essen, Stiftung Kapitalmarktforschung für den

Finanzstandort Deutschland, Essen and Stiftung Unternehmensfinanzierung und Kapitalmärkte für den

Finanzstandort Deutschland, Essen, each of which holds one (1) fully paid-in share of EUR 1,500.

The Issuer has no subsidiaries.

Corporate Purpose and Business of the Issuer

The Issuer has been established as a special purpose vehicle for the purpose of issuing asset-backed

securities. The principal objectives of the Issuer are more specifically described in Clause 2 of its articles

of association (Gesellschaftsvertrag) and include, inter alia, the issuance of the Notes and the entry into

all financial arrangements in connection therewith. The articles of association of the Issuer may be

inspected at the registered office of the Issuer.

Under its articles of association, the Issuer will not perform any active management of the acquired assets

from a profit perspective. Under its articles of association, the Issuer will not engage in business requiring

a licence under the German Banking Act (Gesetz über das Kreditwesen).

Notwithstanding the foregoing, the powers of the managing directors are not limited thereby and the

Issuer has unrestricted corporate capacity as a matter of law.

The Issuer will covenant to observe certain restrictions on its activities which are set out in the

Transaction Security Agreement. See "THE MAIN PROVISIONS OF THE TRANSACTION SECURITY

AGREEMENT".

Since its incorporation on 28 July 2016, the Issuer has not engaged in any activities other than those

incidental to its incorporation under the German Act on Companies with Limited Liability (Gesetz

betreffend die Gesellschaften mit beschränkter Haftung), the authorisation and issuance of the Notes and

the authorisation and execution of the Transaction Documents and such other documents referred to or

contemplated in this Prospectus to which it is or will be a party and the execution of matters which are

incidental or ancillary to the foregoing. So long as any of the Transaction Secured Obligations of the

Issuer remain outstanding, the Issuer will not, inter alia, (a) enter into any business whatsoever, other

than acquiring the Purchased Receivables, issuing Notes or creating other Transaction Secured

Obligations or entering into a similar limited recourse transaction, entering into related agreements and

transactions and performing any act incidental to or in connection with the foregoing, (b) have any

subsidiaries, (c) have any employees or (d) dispose of any Purchased Receivables or any interest therein

or create any mortgage, charge or security interest or right of recourse in respect thereof in favour of any

person (other than contemplated by this Prospectus).

The Issuer has not commenced operations since the date of its incorporation as of the date of this

Prospectus.

Managing Directors

In accordance with Clause 8 of the articles of association (Gesellschaftsvertrag) of the Issuer, the Issuer is

managed by at least two (2) managing directors (Geschäftsführer) and no more than three (3) managing

directors. The managing directors are appointed by the shareholder's meeting of the Issuer. The Issuer is

represented by two (2) managing directors jointly.

- 162 -

The managing directors of the Issuer and their respective business addresses and other principal activities

are:

Name Business Address Other Principal Activities

Marcus Herkle Steinweg 3-5,

60313 Frankfurt am Main,

Germany

Executive Director

(Geschäftsführer) of Wilmington Trust SP

Services (Frankfurt) GmbH

Werner Niemeyer Steinweg 3-5,


Germany

Authorised Representative

(Prokurist) of Wilmington Trust SP Services

(Frankfurt) GmbH

Sven Thomas Steinweg 3-5,


Germany

Authorised Representative

(Prokurist) of Wilmington Trust SP Services

(Frankfurt) GmbH

Management and Principal Activities

The activities of the Issuer will principally be the issuance of the Notes, entering into all documents

relating to such issue to which the Issuer is expressed to be a party, the acquisition of the Purchased

Receivables, the Related Collateral and the exercise of related rights and powers and other activities

reasonably incidental thereto.

Capitalisation

The following shows the capitalisation of the Issuer as of 27 September 2016, adjusted for the issuance of

the Notes:

Share Capital

The registered share capital of the Issuer is EUR 4,500. The founding shareholder of the Issuer was TSI

Services GmbH, Mainzer Landstrasse 51, 60329 Frankfurt am Main, Germany, which originally held

three (3) fully paid-in shares (Geschäftsanteil) each of EUR 1,500. The founding shareholder of the Issuer

donated one (1) fully paid-in share (Geschäftsanteile) of EUR 1,500 to each of the following three (3)

charitable foundations (Stiftungen) which have been established under the laws of Germany and which

are now the sole shareholders of the Issuer:

(a) Stiftung Kapitalmarktrecht für den Finanzstandort Deutschland, Essen;

(b) Stiftung Kapitalmarktforschung für den Finanzstandort Deutschland, Essen;

(c) Stiftung Unternehmensfinanzierung und Kapitalmärkte für den Finanzstandort Deutschland,

Essen.

Loan Capital

EUR 750,000,000 Notes due September 2029

EUR 1,100,000 of outstanding advances under the Funding Loan

Employees

The Issuer will have no employees.

Property

The Issuer will not own any real property.

- 163 -

Litigation

The Issuer has not been engaged in any governmental, litigation or arbitration proceedings which may

have a significant effect on its financial position since its incorporation, nor, as far as the Issuer is aware,

are any such governmental, litigation or arbitration proceedings pending or threatened.

Material Adverse Change

Since its incorporation on 28 July 2016, there has been no material adverse change in the financial or

trading position or the prospects of the Issuer.

Fiscal Year

The fiscal year of the Issuer is the calendar year and each calendar year ends on 31 December.

Interim Reports

The Issuer does not publish interim reports.

Distribution of Profits

The distribution of profits is governed by Clause 15 of the articles of association and Section 29 of the

German Act on Companies with Limited Liability (Gesetz betreffend die Gesellschaften mit beschränkter

Haftung) (subject, in particular, to the restrictions pursuant to Section 5a (3) of such Act so long as the

registered share capital of the Issuer is lower than EUR 25,000).

Financial Statements

At the beginning of its commercial business and in respect of the end of each fiscal year, the Issuer is

obliged to prepare a statement reflecting its assets and its liabilities (opening balance sheet and annual

balance sheet). In addition, an analysis of the expenditure and revenues for the end of each fiscal year

(profit-and-loss account) is required. The annual balance sheet and the profit-and-loss account,

supplemented by the so-called 'appendix', form the annual statement (Jahresabschluss) of the Issuer.

Furthermore, an annual management report (Lagebericht) may be required. The annual statements and, if

required, the management report must be prepared in accordance with German GAAP (Generally

Accepted Accounting Principles) and IFRS (International Financial Reporting Standards), respectively.

The annual statement must be adopted, as well as the appropriation of profits, by the annual shareholders'

meeting. German GAAP consists of, inter alia, requirements set out in the German Commercial Code

(HGB) and the German Act on Companies with Limited Liability (Gesetz betreffend die Gesellschaften

mit beschränkter Haftung).

Since the incorporation of the Issuer on 28 July 2016, the Issuer has not prepared any financial statements

and has not declared or paid any dividends as of the date of this Prospectus.

Auditors and Auditor's Reports

The auditors of the Issuer for the business year 2016 are PricewaterhouseCoopers AG

Wirtschaftsprüfungsgesellschaft. PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft,

Moskauer Str. 19, 40227 Düsseldorf, Germany is a member of the German Chamber of Public

Accountants (Wirtschaftsprüferkammer) and of the Public Company Accounting Oversight Board. Audits

occur according to generally accepted auditing standards in Germany.

No auditors' report in respect of the Issuer has been prepared or distributed.

- 164 -

THE SELLER

Incorporation and Ownership

The Seller, Santander Consumer Bank AG ("Santander Consumer Bank"), has its registered office in

Moenchengladbach and is registered in the commercial register at the local court (Amtsgericht) of

Moenchengladbach under number HRB 1747. It is incorporated for an unlimited period of time. The

purpose of Santander Consumer Bank is to conduct banking business according to the German Banking

Act (Kreditwesengesetz - KWG) and to provide financial, advisory and similar services.

The Seller is a credit institution which was founded in 1957 in Moenchengladbach, Germany, under the

name of Curt Briechle KG Absatzfinanzierung as a sales financing company for cars. In 1968, the Curt

Briechle KG Absatzfinanzierung was transformed into a stock corporation (AG) and renamed Bankhaus

Centrale Credit AG. In 1987, Bankhaus Centrale Credit AG was acquired by Banco Santander, S.A. and

renamed CC-Bank AG. In 1988, 50% of the shares of CC-Bank AG were acquired by The Royal Bank of

Scotland plc and were repurchased by Banco Santander, S.A. in 1996 which thereby became the sole

shareholder of the company.

In 2002, CC-Bank AG merged with AKB Privat- und Handelsbank which domiciled in Cologne. In 2003,

Santander Direkt Bank AG, a member of the Santander Group, with its seat in Frankfurt am Main,

merged with CC-Bank AG. This merger was recorded in the commercial register on 15 September 2003.

On 31 August 2006, the change of the name into Santander Consumer Bank AG was recorded in the

commercial register. Santander Consumer Bank acquired the consumer credit business of The Royal

Bank of Scotland plc, RBS (RD Europe) GmbH, on 1 July 2008. The merger was recorded in the

commercial register on 30 December 2008. Furthermore, in April 2009 Santander Consumer Bank

acquired and merged with GE Money Bank GmbH. The merger was recorded in the commercial register

on 1 July 2009.

With effect from 31 January 2011, Santander Consumer Bank acquired the German retail and SME (small

and medium-sized enterprises) business of SEB AG ("SEB") in Germany. The company has been

operating since 1 February 2011 under the name of Santander Bank, a branch of Santander Consumer

Bank (hereinafter referred to as "Santander Bank"). By integrating SEB's retail and SME business, the

Seller has strengthened its retail banking business and expanded its product range. Following the

acquisition, Santander Consumer Bank has established itself as one of the largest banks in the German

retail banking sector with around 6.1 million clients in Germany (as measured by number of customers

according to internal calculations by the Seller as of December 2015).

Today, the Seller's entire share capital of EUR 30,002,000 is held by Santander Consumer Holding

GmbH, a limited liability company, based in Moenchengladbach. At year-end, all profits are transferred

to Santander Consumer Holding GmbH. Possible losses are fully covered by Santander Consumer

Holding GmbH, after possible reserves from Santander Consumer Bank AG have been fully utilized.

Business Activities

Santander Consumer Bank conducts banking business subject to the supervision of the German Financial

Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) in co-operation with the

German central bank (Bundesbank) and in accordance with the German Banking Act. Since 4 November

2014, the Seller has been monitored by the ECB according to the uniform European Single Supervisory

Mechanism (SSM). Santander Consumer Bank is part of the Santander Consumer Finance S.A. ("SCF")

division headed by SCF which is one of the major suppliers of consumer financing in Europe.

The Seller carries out its business under three brands:

Santander Consumer Bank: Credit to consumers in the areas:

Car Financing

Durable Goods Financing

Retail Banking Business

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Santander Bank: Serving investment-oriented customers, offering mortgage-backed financing for

private customers as well as services for business customers

Santander Direkt Bank: Online bank for Internet-savvy customers.

The activities of the Seller are organised in three business areas "Car Financing", "Durable Goods

Financing" and "Retail Banking Business" are described in more detail below.

Business Area Car Financing

For Santander Consumer Bank, car financing is a central business area. Car financing consists of the two

business units "Motor Vehicles" (financing of new and used cars, motorcycles and caravans) and "Stock

Financing" (stock financing for dealerships). The car financing is not included in the Portfolio.

In the car financing business, Santander Consumer Bank has for many years been the largest partner for

manufacturer-independent financing (so-called non-captive industry) for cars, motorcycles and (motor)

caravans in Germany. The Seller also acts as the exclusive financing partner of selected car makes (so-

called captive industry) such as Mazda and Volvo. Exclusive partnerships with motorcycle manufacturers

and manufacturers of recreational vehicles, such as Kawasaki, Harley Davidson and Dethleffs,

supplement the car finance offer. Santander Consumer Bank intensifies its market penetration in Germany

by consolidating its captive partnerships with manufacturers and importers and their dealer networks.

Business Area Durable Goods Financing

The Seller is a major provider of consumer goods financing services in Germany. The Seller works

closely with dealers in the durable goods financing business who increasingly use financing of consumer

goods as a marketing tool. The main sales drivers are the areas of entertainment electronics, computers

and furniture. Furthermore, Santander Consumer Bank offers full-service financing and e-commerce

solutions for web shops. A key product is the so-called "ComfortCard", a form of loyalty card which

includes a credit line with a predetermined limit and additional insurance services. The durable goods

financing is not included in the Portfolio.

Business Area Retail Banking Business

The Seller offers a range of classic retail banking products to private customers, comprising current and

savings accounts, consumer credit and loans, deposit and insurance business. With 324 branches in

Germany (as of the end of December 2015), the Seller targets loan-oriented private clients but also has a

focus on the market for deposit business. These services also comprise instalment loans offered directly,

i.e. without using dealer partners as a sales channel (so called direct business). These Consumer Loans

(direct business) are included in the Portfolio.

Santander Consumer Bank offers the whole range of banking products like savings, insurances and

consumer loans and, in addition, also funds, asset management, structured investment products as well as

the mortgage finance business. Whereas the relatively loan-oriented retail banking business is conducted

by Santander Consumer Bank, Santander Bank focuses on the business with investment-oriented

customers, who require more in-depth advice and the mortgage finance business.

General Characteristics of Consumer Loans

Instalments

In general, the term of general-purpose Consumer Loans varies from 12 to 96 months. Loans are

repayable in equal monthly instalments due at the first or fifteenth of the calendar month, in the vast

majority of cases per direct debit (Lastschrifteinzug).

Interest Rates

The interest rates for the retail consumer loans are fixed for the lifetime of the loans. Santander Consumer

Bank determines the interest rates on the basis of the market situation.

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Insurance

Some of the general-purpose consumer loans include loss compensation insurance on a facultative basis,

which covers the still outstanding loan instalments for example in the case of death, accident,

unemployment or disability of the debtor.

Systems

For the Consumer Loans originated by Santander Consumer Bank the Bank uses an application

processing system making use of internal and external information as well as the self-disclosure of the

customer. The employees of Santander Consumer Bank feed the data in the system. Santander Consumer

Bank's system will then review the information on the basis of the Santander Consumer Bank's lending

criteria. If Santander Consumer Bank's system (risk engine making use of a traffic light system) comes to

the result that Santander Consumer Bank's lending criteria are not met the request will be subject to a

(final) manual credit check by a unit called risk underwriting. The final result as to whether or not a

Consumer Loan will be granted is finally communicated to the customer. It enables Santander Consumer

Bank to provide the customer with a binding offer within a short period of time from the Consumer Loan

application.

Prepayments

Under Santander Consumer Bank's loan contracts, prepayments are generally permissible. In some cases

Santander Consumer Bank grants additional credit on demand of the customer. In this case the old

contract is cancelled and a new loan contract will be granted.

Collateral

The general-purpose consumer loans are generally unsecured. However some loans do have collateral,

e.g. assignment of wages and loss compensation insurance claims (Ratenschutzversicherungsansprüche).

Compliance with the CRR

The Seller is a credit institution and as such is bound by the requirements of the CRR. The policies and

procedures of the Seller in relation to the granting of credit, administration of credit-risk bearing

portfolios and risk mitigation are in compliance with the requirements of the CRR.

The Seller has internal policies and procedures in relation to the granting of credit, administration of

credit-risk bearing portfolios and risk mitigation. The policies and procedures of the Seller in this regard

broadly include the following:

criteria for the granting of credit and the process for approving, amending, renewing and re-

financing credits (See "CREDIT AND COLLECTION POLICIES" and "OUTLINE OF THE

OTHER PRINCIPAL TRANSACTION DOCUMENTS – SERVICING AGREEMENT");

systems in place to administer and monitor the various credit-risk bearing portfolios and

exposures (and the Portfolio will be serviced in line with the usual servicing procedures of the

Seller acting as Servicer (See "OUTLINE OF THE OTHER PRINCIPAL TRANSACTION

DOCUMENTS – SERVICING AGREEMENT");

diversification of credit portfolios taking into account the Seller's target market and overall credit

strategy in relation to the Portfolio (See "INFORMATION TABLES REGARDING THE

PORTFOLIO");

policies and procedures in relation to risk mitigation techniques (see "CREDIT AND

COLLECTION POLICIES" and "OUTLINE OF THE OTHER PRINCIPAL TRANSACTION

DOCUMENTS – SERVICING AGREEMENT").

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THE PRINCIPAL PAYING AGENT

The Principal Paying Agent is The Bank of New York Mellon, acting through its London Branch, One

Canada Square, London E14 5AL, United Kingdom.

The Bank of New York Mellon (formerly The Bank of New York)

The Bank of New York Mellon, a wholly owned subsidiary of The Bank of New York Mellon

Corporation, is incorporated, with limited liability by Charter, under the Laws of the State of New York

by special act of the New York State Legislature, Chapter 616 of the Laws of 1871, with its Head Office

situate at One Wall Street, New York, NY 10286, USA and having a branch registered in England &

Wales with FC No 005522 and BR No 000818 with its principal office in the United Kingdom situated at

One Canada Square, London E14 5AL.

The Bank of New York Mellon’s corporate trust business services $12 trillion in outstanding debt from

55 locations around the world. It services all major debt categories, including corporate and municipal

debt, mortgage-backed and asset-backed securities, collateralized debt obligations, derivative securities

and international debt offerings. The Bank of New York Mellon’s corporate trust and agency services are

delivered through The Bank of New York Mellon and The Bank of New York Mellon Trust Company,

N.A.

The Bank of New York Mellon Corporation is a global financial services company focused on helping

clients manage and service their financial assets, operating in 35 countries and serving more than 100

markets. The company is a leading provider of financial services for institutions, corporations and high-

net-worth individuals, providing superior asset management and wealth management, asset servicing,

issuer services, clearing services and treasury services through a worldwide client-focused team. It has

more than $26 trillion in assets under custody and administration and more than $1.4 trillion in assets

under management.

Additional information is available at bnymellon.com.

The foregoing information regarding the Principal Paying Agent under the heading "THE PRINCIPAL

PAYING AGENT" has been provided by The Bank of New York Mellon, London Branch and the Issuer

has accurately reproduced such information but assumes no further responsibility therefor.

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THE ACCOUNT BANK

The Account Bank is The Bank of New York Mellon, acting through its Frankfurt Branch, Messeturm,

Friedrich-Ebert-Anlage 49, 60327 Frankfurt am Main, Germany.

The Bank of New York Mellon (formerly The Bank of New York)

The Bank of New York Mellon, a wholly owned subsidiary of The Bank of New York Mellon

Corporation, is incorporated, with limited liability by Charter, under the Laws of the State of New York

by special act of the New York State Legislature, Chapter 616 of the Laws of 1871, with its Head Office

situate at One Wall Street, New York, NY 10286, USA and having a branch registered in Frankfurt am

Main with (Amtsgericht Frankfurt am Main) HRB 12731 with its office in Germany situated at Friedrich-

Ebert-Anlage 49, 60327 Frankfurt am Main.

The Bank of New York Mellon’s corporate trust business services $12 trillion in outstanding debt from

55 locations around the world. It services all major debt categories, including corporate and municipal

debt, mortgage-backed and asset-backed securities, collateralized debt obligations, derivative securities

and international debt offerings. The Bank of New York Mellon’s corporate trust and agency services are

delivered through The Bank of New York Mellon and The Bank of New York Mellon Trust Company,

N.A.

The Bank of New York Mellon Corporation is a global financial services company focused on helping

clients manage and service their financial assets, operating in 35 countries and serving more than 100

markets. The company is a leading provider of financial services for institutions, corporations and high-

net-worth individuals, providing superior asset management and wealth management, asset servicing,

issuer services, clearing services and treasury services through a worldwide client-focused team. It has

more than $26 trillion in assets under custody and administration and more than $1.4 trillion in assets

under management.

Additional information is available at bnymellon.com.

The foregoing information regarding the Account Bank under the heading "THE ACCOUNT BANK" has

been provided by The Bank of New York Mellon, Frankfurt Branch and the Issuer has accurately

reproduced such information but assumes no further responsibility therefor.

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THE CORPORATE ADMINISTRATOR, CALCULATION AGENT AND CASH

ADMINISTRATOR

Pursuant to the Corporate Administration Agreement, Wilmington Trust SP Services (Frankfurt) GmbH,

Steinweg 3-5, 60313 Frankfurt am Main, Germany will act as corporate administrator in respect of the

Issuer. Wilmington Trust SP Services (Frankfurt) GmbH is also the Calculation Agent and the Cash

Administrator

Wilmington Trust SP Services (Frankfurt) GmbH

Wilmington Trust SP Services (Frankfurt) GmbH provides a wide range of corporate and trust services in

capital market transaction. Since its opening in 2006 Wilmington Trust SP Services (Frankfurt) GmbH

acts as corporate administrator in about seventy (70) German special purpose vehicles, holds in numerous

transaction the function of a security trustee and provides loan administration services for

structured/syndicated loan transactions. Wilmington Trust SP Services (Frankfurt) GmbH is ultimately

held by M&T Bank Corp., Buffalo/New York, USA, a NYSE listed bank ("MTB") in the United States of

America.

The foregoing information regarding the Corporate Administrator, Calculation Agent and Cash

Administrator under the heading "THE CORPORATE ADMINISTRATOR, CALCULATION AGENT AND

CASH ADMINISTRATOR" has been provided by Wilmington Trust SP Services (Frankfurt) GmbH and

the Issuer has accurately reproduced such information but assumes no further responsibility therefor.

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THE TRANSACTION SECURITY TRUSTEE AND DATA TRUSTEE

The Transaction Security Trustee and Data Trustee is Wilmington Trust (London) Limited.

Pursuant to the Transaction Security Agreement, the Transaction Security Trustee has agreed to serve in a

fiduciary capacity to protect the interests of the Noteholders. In Clause 4.2 of the Transaction Security

Agreement, the Issuer will grant to the Transaction Security Trustee the Transaction Security Trustee

Claim, a separate claim against the Issuer, allowing it to demand that the Issuer fulfils all obligations

under the Transaction Documents. To secure such Transaction Security Trustee Claim, the Issuer has

agreed to transfer and pledge the Collateral to the Transaction Security Trustee under the Transaction

Security Agreement. The Transaction Security Trustee will hold the Collateral for the benefit of the

Beneficiaries, including the Noteholders. Pursuant to the Transaction Security Agreement, the

Transaction Security Trustee has the right and duty, to the extent necessary, to hold, administer or realise

the Collateral for the benefit of the Beneficiaries.

However, until revocation by the Issuer and provided that the Issuer fulfils its obligations under the

Notes, the management of the Purchased Receivables and the Related Collateral remains vested in the

Servicer. The Transaction Security Trustee is not obligated to monitor the fulfilment of the duties of the

Issuer under the Notes, the Terms and Conditions or any other contracts to which the Issuer is a party.

Subject to Clause 3.2 of the Transaction Security Agreement, the Noteholders are entitled to demand from

the Transaction Security Trustee the fulfilment of its duties as specified under the Terms and Conditions.

Notwithstanding the provisions of the Transaction Security Agreement, all rights of the Noteholders shall

remain at all times and under all circumstances vested in the Noteholders. See "THE MAIN PROVISIONS

OF THE TRANSACTION SECURITY AGREEMENT".

Wilmington Trust (London) Limited

Wilmington Trust (London) Limited, a limited liability company incorporated in London and having its

registered address at Third Floor, 1 King's Arms Yard, London EC2R 7AF and acting through its

directors will provide the transaction security trustee services to the Beneficiaries pursuant the

Transaction Security Agreement and the data trustee services pursuant to the Data Trust Agreement.

Wilmington Trust (London) Limited is ultimately held by M&T Bank, Corp., Buffalo/New York, USA, a

NYSE listed bank (trading symbol: "MTB") in the United States of America. Wilmington Trust (London)

Limited is an independent and neutral partner with no lending or securities underwriting conflicts.

The foregoing information regarding the status of incorporation and the business activities of the

Transaction Security Trustee and the Data Trustee under the heading "THE TRANSACTION SECURITY

TRUSTEE AND DATA TRUSTEE" has been provided by Wilmington Trust (London) Limited itself and

the Issuer has accurately reproduced such information but assumes no further responsibility therefor.

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THE SWAP COUNTERPARTY

The Swap Counterparty is Abbey National Treasury Services Plc

Pursuant to the Swap Agreement, Abbey National Treasury Services Plc, in its capacity as Swap

Counterparty will pay certain floating rate amounts to the Issuer in exchange for certain fixed rate

amounts payable by the Issuer to the Swap Counterparty for the purpose of hedging the Issuer's interest

rate risk. See "OUTLINE OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS —The Swap

Agreement".

Abbey National Treasury Services plc ("ANTS") is a public limited liability company incorporated (on

24 January 1989) and registered in England and Wales under the Companies Act 1985 (registered number

2338548). ANTS has its registered office is at 2 Triton Square, Regent's Place, London NW1 3AN. The

telephone number for ANTS's registered office is +44 (0) 870 607 6000. ANTS is regulated by the PRA

and the FCA and is an authorised person with permission to accept deposits under the FSMA.

ANTS is a direct wholly-owned subsidiary of Santander UK plc. ANTS and its subsidiaries are part of

Banco Santander S.A., which is the ultimate parent company. The shares of ANTS are not traded on the

London Stock Exchange.

Business Overview

ANTS provides treasury, corporate and wholesale banking services. ANTS provides these services to UK

clients and also to the wider Santander UK group, of which ANTS is a significant part. ANTS is also the

treasury support function for the Santander UK group. In this regard, the role of ANTS is to provide

access to financial markets and central bank facilities in order to meet the Santander UK group's liquidity,

funding, capital and balance sheet management requirements. As such, ANTS is one of the main debt

issuance vehicles in the Santander UK group.

The management structure of ANTS consists of three main business divisions, organised as follows:

• Commercial Banking

Commercial Banking provides banking services to companies with a turnover of between £250,000 and

£500m per annum through its enhanced platform, distribution capability and product suite through a

network of regional business centres and through telephony and e-commerce channels, and commercial

real estate and Social Housing. Commercial Banking products and services include loans, bank accounts,

deposits and treasury services.

• Corporate and Institutional Banking

Corporate and Institutional Banking is a financial markets business focused on providing value added

financial services to large corporates, with an annual turnover above £500m per annum, and financial

institutions, where they can be best serviced in terms of their more specialised and tailored product needs,

and benefit from the Banco Santander Group's global capability. It also serves the rest of Santander UK's

business (including the Retail Banking and Commercial Banking divisions). It is structured into five main

product areas: Rates, Foreign Exchange and Money Markets, Equity, Credit and Transaction Banking. In

addition, large and complex clients are covered by teams organised along industry lines. Rates covers

sales and trading activity for fixed income products. Foreign Exchange offers a range of foreign exchange

products and Money Markets runs securities lending/borrowing and repo businesses. Equity covers equity

derivatives, property derivatives and commodities. Equity derivatives activities include the manufacture

of structured products sold to retail and corporate customers of both Santander UK and of other financial

institutions who sell them on to their customers. Credit originates loan and bond transactions in primary

markets as well as their intermediation in secondary markets. Transaction Banking provides lending and

deposit taking and trade finance.

• Corporate Centre

Corporate Centre consists of Financial Management & Investor Relations (FMIR) and the non-core

portfolios of social housing loans and structured credit assets. FMIR is responsible for managing capital

- 172 -

and funding, balance sheet composition, structural market risk and strategic liquidity risk for the rest of

the Santander UK group. The non-core portfolios are being run-down and/or managed for value.

The foregoing information regarding Abbey National Treasury Services plc under the heading "THE

SWAP COUNTERPARTY" has been provided by Abbey National Treasury Services plc and the Issuer

assumes no responsibility therefor, except for the correct reproduction of the provided information.

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THE LUXEMBOURG LISTING AGENT AND LOCAL AGENT

The Luxembourg Listing Agent and Local Agent is The Bank of New York Mellon (Luxembourg) S.A.

The Bank of New York Mellon (Luxembourg) S.A.

The Bank of New York Mellon (Luxembourg) S.A. was incorporated in the Grand Duchy of Luxembourg

as a société anonyme on 15 December 1998 under the Luxembourg Law of 10th August 1915 on

commercial companies, as amended, and has its registered office at 2-4 rue Eugène Ruppert, L-2453

Luxembourg, Grand Duchy of Luxembourg. It is an indirect wholly-owned subsidiary of The Bank of

New York Mellon Corporation.

On 20 January 1999 the The Bank of New York Mellon (Luxembourg) S.A. received its banking licence

in accordance with the Luxembourg Law of 5 April 1993 on the financial sector, as amended, and has

engaged in banking activities since then. On 19 October 2006 The Bank of New York Mellon

(Luxembourg) S.A. has enhanced its banking licence to cover as well the activities of administrative

agent of the financial sector.

The Bank of New York Mellon (Luxembourg) S.A. is supervised by the Luxembourg financial regulator,

the Commission de Surveillance du Secteur Financier.

The foregoing information regarding the Luxembourg Listing Agent and Local Agent under the heading

"THE LUXEMBOURG LISTING AGENT AND LOCAL AGENT" has been provided by The Bank of New

York Mellon (Luxembourg) S.A. and the Issuer has accurately reproduced such information but assumes

no further responsibility therefor.

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THE ACCOUNTS AND THE ACCOUNTS AGREEMENT

The Accounts

The Issuer will maintain the Transaction Account in connection with the Transaction Documents for the

receipt of amounts relating to the Purchased Receivables and the Related Collateral and for the

completion of its related payment obligations. The Issuer will maintain the Commingling Reserve

Account to which the Seller will transfer the Commingling Reserve Amount following the occurrence of

a Commingling Reserve Trigger Event. The Issuer will maintain the Set-Off Reserve Account to which

the Seller will transfer the Set-Off Reserve Amount following the occurrence of a Set-Off Reserve

Trigger Event. The Issuer will maintain the Liquidity Reserve Account to which the Seller will transfer

the Required Liquidity Reserve Amount on the Note Issuance Date. The Issuer will maintain the Purchase

Shortfall Account (together with the Transaction Account, the Commingling Reserve Account, the Set-

Off Reserve Account, the Liquidity Reserve Account and the Swap Cash Collateral Account "Accounts"

and each, an "Account") to which the Seller will transfer the Purchase Shortfall Amount following the

occurrence of a Purchase Shortfall Event. Each Account will be kept as a current account at the Account

Bank, The Bank of New York Mellon, Frankfurt Branch, in accordance with the Accounts Agreement,

the Corporate Administration Agreement and the Transaction Security Agreement, or any other person

appointed as Account Bank.

The Corporate Administrator shall make payments from any Account without having to execute an

affidavit or fulfil any formalities other than comply with tax, currency exchange or other regulations of

the country where the payment takes place.

All payments to be made by or to the Issuer in connection with the Notes and the other Transaction

Documents, as well as the processing of proceeds from the Purchased Receivables and the Related

Collateral, are undertaken through the Transaction Account and, if applicable, the Commingling Reserve

Account, the Set-Off Reserve Account and the Purchase Shortfall Account. Neither the balance on the

Transaction Account, nor the balance on the Commingling Reserve Account, nor the balance on the Set-

Off Reserve Account nor the balance on the Purchase Shortfall Account nor any balance on any other

Account may be utilised for any type of investments and all Accounts are solely cash accounts.

Pursuant to the Transaction Security Agreement, all claims of the Issuer in respect to the Transaction

Account are transferred for the security purposes to the Transaction Security Trustee. Under the

Transaction Security Agreement, the Transaction Security Trustee has authorised the Issuer to administer

the Transaction Account to the extent that all obligations of the Issuer are fulfilled in accordance with the

Pre-Enforcement Priority of Payments, Condition 7.7 (Pre-Enforcement Priority of Payments) of the

Terms and Conditions and the requirements of the Transaction Security Agreement. The Transaction

Security Trustee may revoke the authority granted to the Issuer and take any necessary action with respect

to the Transaction Account if, in the opinion of the Transaction Security Trustee, this is necessary to

protect the collateral rights under the Transaction Security Agreement, including funds credited to the

Transaction Account.

In addition, the Transaction Security Trustee will have the right to receive periodic account statements of

the Transaction Account and may intervene in such instructions in such circumstances as provided for in

the Transaction Security Agreement. See "THE MAIN PROVISIONS OF THE TRANSACTION

SECURITY AGREEMENT".

Upon the occurrence of an Issuer Event of Default, each Account will be directly administered solely by

the Transaction Security Trustee.

Accounts Agreement

Pursuant to the Accounts Agreement entered into between the Issuer, the Transaction Security Trustee,

the Account Bank and the Cash Administrator in relation to the Transaction Account, each of the

Transaction Account, the Commingling Reserve Account, the Set-Off Reserve Account, the Liquidity

Reserve Account, the Purchase Shortfall Account and the Swap Cash Collateral Account has been opened

with the Account Bank on or prior to the first Purchase Date. The Account Bank will comply with any

written direction of the Corporate Administrator to effect a payment by debit from the Transaction

Account, the Commingling Reserve Account, the Set-Off Reserve Account, the Liquidity Reserve

Account, the Purchase Shortfall Account or the Swap Cash Collateral Account, as applicable, if such

- 175 -

direction is in writing and complies with the relevant account arrangements between the Issuer and the

Account Bank and is permitted under the Accounts Agreement.

Any amount standing to the credit of the Accounts will bear interest as agreed between the Issuer and the

Account Bank from time to time, always in accordance with the applicable provisions (if any) of the

relevant account arrangements, such interest to be calculated and credited to the respective Account in

accordance to the Account Bank's usual procedure for crediting interest to such accounts. The interest

earned on the amounts credited to the Transaction Account and the Purchase Shortfall Account is part of

the Available Distribution Amount or the Credit, as applicable. The interest earned on the amounts

credited to the Commingling Reserve Account and the interest earned on the amounts credited to the Set-

Off Reserve Account is, in each case, neither part of the Available Distribution Amount nor the Credit, as

applicable, but will be transferred to an account specified by the Seller on each Payment Date, it being

understood that such payment will not be subject to either the Pre-Enforcement Priority of Payments or

the Post-Enforcement Priority of Payments, respectively. The interest earned on the amounts credited to

the Swap Cash Collateral Account is neither part of the Available Distribution Amount nor the Credit, as

applicable, but will be transferred to the Swap Counterparty in accordance with the terms of the Credit

Support Annex relating to the Swap Agreement.

Under the Accounts Agreement, the Account Bank waives any first priority pledge or other lien,

including its standard contract terms pledge (AGB-Pfandrecht), it may have with respect to the

Transaction Account, the Commingling Reserve Account, the Set-Off Reserve Account, the Liquidity

Reserve Account, the Purchase Shortfall Account and the Swap Cash Collateral Account, respectively,

and further waives any right it has or may acquire to combine, consolidate or merge the Transaction

Account, the Commingling Reserve Account, the Set-Off Reserve Account, the Liquidity Reserve

Account, the Purchase Shortfall Account and the Swap Cash Collateral Account, respectively, with each

other or any other account of the Issuer, or any other person or set-off any liabilities of the Issuer or any

other person to the Account Bank and agrees that it shall not set-off or transfer any sum standing to the

credit of or to be credited to the Transaction Account, the Commingling Reserve Account, the Set-Off

Reserve Account, the Liquidity Reserve Account, the Purchase Shortfall Account or the Swap Cash

Collateral Account, respectively, in or towards satisfaction of any liabilities to the Account Bank of the

Issuer, as the case may be, or any other person.

The Issuer and the Transaction Security Trustee will together terminate the account relationship with the

Account Bank within thirty (30) calendar days after an Account Bank Downgrade has occurred as further

specified in the Accounts Agreement. The short-term deposits of the Account Bank are currently rated R-

1(High) (or its replacement) by DBRS and A-1+ (or its replacement) by S&P and the long-term,

unsecured, unsubordinated and unguaranteed debt obligations of the Account Bank are currently rated

AA (or its replacement) by DBRS and AA- (or its replacement) by S&P.

- 176 -

TAXATION IN GERMANY

General

The following is a general discussion of certain German tax consequences of the acquisition, ownership

and disposition of Notes. This discussion does not purport to be a comprehensive description of all tax

considerations which may be or will become relevant in the context of the acquisition of Notes. In

particular, this discussion does not consider any specific facts or circumstances that may apply to a

particular purchaser. This summary is based on the laws of Germany currently in force and as applied on

the date of this Prospectus. These laws might be subject to change, possibly also with retroactive or

retrospective effect.

This section should be read in conjunction with "RISK FACTORS — TAXATION IN GERMANY".

PROSPECTIVE PURCHASERS OF NOTES ARE ADVISED TO CONSULT THEIR OWN TAX

ADVISORS AS TO THE TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND

DISPOSITION OF NOTES AND THE RECEIPT OF INTEREST THEREON, INCLUDING THE

EFFECT OF ANY STATE OR LOCAL TAXES, UNDER THE TAX LAWS OF GERMANY AND

EACH COUNTRY OF WHICH THEY ARE RESIDENTS OR CITIZENS.

Income Taxation

Tax Residents

Payments of interest on the Notes to persons or entities who are tax residents in Germany (i.e., persons or

entities whose residence, habitual abode, statutory seat, or place of effective management and control is

located in Germany) are subject to German personal income tax (Einkommensteuer) at the applicable

personal income tax rate (plus solidarity surcharge at a rate of 5.5% thereon and church tax, if applicable)

or corporate income tax at a tax rate of 15% (plus solidarity surcharge at a rate of 5.5% thereon). Such

interest payments may also be subject to trade tax if the Notes form part of the property of a German trade

or business. Similarly, if interest claims are disposed of separately (i.e. without the Notes), the proceeds

from the disposition are subject to income tax, solidarity surcharge and possibly also trade tax. The same

applies to proceeds from the redemption of interest claims if the Note is disposed of separately.

If the Notes are disposed or redeemed, any capital gains arising from the disposition or redemption will

also be subject to (corporate) income tax, solidarity surcharge and, provided that the Notes form part of a

business property, to trade tax. Such capital gains are subject to tax irrespective of any holding period and

whether or not the Notes are disposed of (or redeemed) with interest claims.

The taxable interest income and income from a disposition or redemption of interest claims as well as any

capital gains from a disposition or redemption of the Notes will qualify as income from private (i.e. non-

business) investments and capital gains ("Private Investment Income") if the Notes do not form part of a

business property. Private Investment Income is generally subject to a flat taxation (Abgeltungssteuer) at

a rate of 25% plus solidarity surcharge at a rate of 5.5% thereon and church tax, if applicable. The tax

basis of such income will be the relevant gross income. Expenses related to Private Investment Income

such as financing or administration costs actually incurred in relation with the acquisition or ownership of

the Notes will not be deductible. Instead, the total amount of any Private Investment Income of the

Noteholder will be decreased by a lump sum deduction (Sparer-Pauschbetrag) of EUR 801 (EUR 1,602

for married couples and partners in accordance with the registered partnership law (Gesetz über die

Eingetragene Lebenspartnerschaft) filing jointly).

Capital gains / capital losses realised upon sale of the Notes, computed as the difference between the

acquisition costs and the sales proceeds reduced by expenses directly and factually related to the sale,

qualify as positive or negative savings income in terms of Section 20 para 2 sentence 1 no 7 German

Income Tax Act (Einkommensteuergesetz or "EStG"). Where the Notes are acquired and/or sold in a

currency other than Euro, the acquisition costs will be converted into Euro at the time of acquisition, the

sales proceeds will be converted into Euro at the time of sale and the difference will then be computed in

Euro. If the Notes are assigned, redeemed, repaid or contributed into a corporation by way of a hidden

contribution (verdeckte Einlage in eine Kapitalgesellschaft) rather than sold, as a rule, such transaction is

treated like a sale. Losses from the sale of Notes can only be offset against other savings income and, if

there is not sufficient other positive savings income, carried forward in subsequent assessment periods.

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Pursuant to a tax decree issued by the Federal Ministry of Finance dated 22 December 2009, as amended

on 16 November 2010 and 9 October 2012, a sale shall be disregarded where the transaction costs exceed

the sales proceeds, which means that losses suffered from such "sale" shall not be tax-deductible.

Similarly, a bad debt loss (Forderungsausfall), i.e. should the Issuer become insolvent, and a waiver of a

receivable (Forderungsverzicht), to the extent the waiver does not qualify as a hidden contribution, shall

not be treated like a sale. Accordingly, losses suffered upon such bad debt loss or waiver shall not be tax-

deductible.

If the Issuer is substituted as the debtor of the Notes, the substitution might, for German tax purposes, be

treated as an exchange of the Notes for new notes issued by the new debtor. Such a substitution could

result in the recognition of a taxable gain or loss for the respective investors.

If the Notes form part of a business property, taxable interest income and income from a disposition or

redemption of interest claims as well as any capital gains from a disposition or redemption of the Notes

will qualify as business income. Such business income will either be taxed at the applicable income tax

rate of the individual taxpayer or at the uniform 15% corporate income tax rate if the Note is held by a

corporation, in each case plus solidarity surcharge at a rate of 5.5% thereon and possibly also trade tax.

The basis of such taxation will generally be the relevant net income. A lump sum deduction will not be

available.

The tax will be levied by way of withholding at a rate of 25% (plus solidarity surcharge) if the Notes are

held in a custodial account which the Noteholder maintains with a German branch of a German or non-

German bank or financial services institution, a security trading enterprise

(Wertpapierhandelsunternehmen) or a German security trading bank (Wertpapierhandelsbank)

("Disbursing Agent"). If the Notes are kept in a custodial account which the Noteholder maintains with a

Disbursing Agent but have not been kept in such an account since their acquisition and the relevant

acquisition data (Anschaffungsdaten) has not been evidenced to the satisfaction of the Disbursing Agent,

the Disbursing Agent will generally have to withhold tax at the 25% rate (plus solidarity surcharge) on a

lump-sum basis of 30% of the proceeds from the disposition, assignment or redemption of the Notes. If

the Notes are not held in a custodial account with a Disbursing Agent at the time the interest is received

or at the time of the relevant disposition or redemption, no tax will be withheld but the Noteholder will

have to include its income on the Notes in its tax return and the tax will be collected by way of

assessment (for the applicable tax rates see above).

No withholding tax will in general be levied if the Noteholder is an individual (i) who has filed a

withholding exemption certificate (Freistellungsauftrag) with the Disbursing Agent and (ii) whose Note

neither forms part of the property of a trade or business nor gives rise to income from the letting and

leasing of property. However, this is the case only to the extent the interest income derived from the Note

together with other Private Investment Income does not exceed the maximum exemption amount shown

on the withholding exemption certificate. Similarly, no withholding tax will be deducted if the Noteholder

has submitted to the Disbursing Agent a certificate of non-assessment (Nichtveranlagungs-

Bescheinigung) issued by the relevant local tax office.

Payment of the withholding tax with respect to Private Investment Income (such as interest income from

the Notes, income from a separate disposition or redemption of interest claims as well as any capital gains

from a disposition or redemption of the Notes) will satisfy the income tax liability of the Noteholder in

respect of the relevant income (Abgeltungssteuer). However, Noteholders may apply for a tax assessment

on the basis of general rules applicable to them (in lieu of the flat taxation) if the resulting income tax

burden (excluding the solidarity surcharge) is lower than 25%. Pursuant to the current view of the

German tax authorities (which has recently been rejected by a fiscal court in a non-binding ruling

appealed to the German Federal Fiscal Court (Bundesfinanzhof)), in this case as well income-related

expenses cannot be deducted from the Private Investment Income, except for the aforementioned annual

lump-sum deduction. Where, however, the relevant income qualifies as business income, the withholding

tax and the solidarity surcharge thereon are credited as prepayments against the German individual or

corporate income tax and the solidarity surcharge liability of the Noteholder. Amounts overwithheld will

entitle the Noteholder to a refund, based on an assessment to tax.

For Disbursing Agents, an electronic information system as regards church withholding tax with the

effect that church tax will be collected by the Disbursing Agent by way of withholding unless the

Noteholder has filed a blocking notice (Sperrvermerk) with the German Federal Central Tax Office

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(Bundeszentralamt für Steuern). In case of a blocking notice, the Noteholder is obliged to include the

Private Investment Income for church tax purposes in its tax return.

The Issuer has been advised that no withholding tax and solidarity surcharge thereon should have to be

withheld by the Issuer on payments of interest under the Notes in light of a recent decision of the

Bundesfinanzhof (decision dated 22 June 2010, I R 78/09).

Non-Residents

Interest income from the Notes, income from a separate disposition or redemption of interest claims as

well as any capital gains from a disposition or redemption of the Notes derived by persons not resident in

Germany are not subject to German taxation, unless (i) the Notes form part of the business property of a

permanent establishment, including a permanent representative, or a fixed base maintained in Germany

by the Noteholder or (ii) the interest income otherwise constitutes German source income (such as income

from the letting and leasing of certain German-situs property). In the case of (i) the applicable tax regime

is similar to the regime explained in the preceding sub-section "— Tax Residents" with regard to business

income.

Non-residents of Germany are, in general, exempt from German withholding tax on interest and the

solidarity surcharge thereon. However, where the interest is subject to German taxation as set forth in the

preceding paragraph and the Notes are held in a custodial account with a Disbursing Agent, withholding

tax is levied as explained above in the preceding sub-section "— Tax Residents".

The withholding tax may be refunded based upon an applicable tax treaty.

Inheritance and Gift Tax

Inheritance tax (Erbschaftsteuer) or gift tax (Schenkungsteuer) with respect to the Notes will not arise

under the laws of Germany, if, in the case of inheritance tax, neither the descendant nor the Transaction

Creditor, or, in the case of gift tax, neither the donor nor the donee, is a resident of Germany and such

Note is not attributable to a German trade or business for which a permanent establishment is maintained,

or a permanent representative has been appointed, in Germany. Exceptions from this rule apply to certain

German expatriates, i.e. citizens who maintained a relevant residence in Germany.

Other Taxes

No stamp, issue, registration or similar taxes or duties will be payable in Germany in connection with the

issue, delivery or execution of the Notes. Currently, financial transaction taxes and net assets tax are not

levied in the Germany.

Potential U.S. Withholding Tax after 31 December 2018

Pursuant to certain provisions of the U.S. Internal Revenue Code of 1986 (commonly known as

"FATCA"), a "foreign financial institution" may be required to withhold on certain payments it makes

("foreign passthru payments") to persons that fail to meet certain certification, reporting, or related

requirements. The Issuer may be qualified as a foreign financial institution for these purposes. A number

of jurisdictions (including Germany) have entered into intergovernmental agreements with the United

States to implement FATCA ("IGAs"), which modify the way in which FATCA applies in their

jurisdictions. Under the provisions of the German IGA as currently in effect, a foreign financial institution

in an IGA jurisdiction would generally not be required to withhold under FATCA or an IGA from

payments that it makes. Certain aspects of the application of the FATCA provisions and IGAs to

instruments such as the Notes, including whether withholding would ever be required pursuant to FATCA

or an IGA with respect to payments on instruments such as the Notes, are uncertain and may be subject to

change. Even if withholding would be required pursuant to FATCA or an IGA with respect to payments

on instruments such as the Notes, such withholding would not apply prior to 1 January 2019 and Notes

characterised as debt for U.S. federal income tax purposes that are issued on or prior to the date that is six

months after the date on which final regulations defining "foreign passthru payments" are filed with the

U.S. Federal Register generally would be "grandfathered" for purposes of FATCA withholding unless

materially modified after such date (including by reason of a substitution of the issuer).

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Holders should consult their own tax advisors regarding how these rules may apply to their investment in

the Notes. In the event any withholding would be required pursuant to FATCA or an IGA with respect to

payments on the Notes, no person will be required to pay additional amounts as a result of the

withholding.

FATCA is particularly complex and its application is uncertain at this time. The above description

is based in part on proposed regulations and official guidance, all of which are subject to change or

may be implemented in a materially different form. Prospective investors should consult their own

tax advisers on how these rules may apply to the Issuer and to payments they may receive in

connection with the Notes.

Common Reporting Standard

The Organisation for Economic Co-operation and Development has developed a new global standard for

the annual automatic exchange of financial information between tax authorities (the "CRS"). Germany is

a signatory jurisdiction to the CRS and intends to conduct its first exchange of information with tax

authorities of other signatory jurisdictions in September 2017, as regards reportable financial information

gathered in relation to fiscal year 2016.

The CRS has been implemented into German domestic law via the law dated 21 December 2015

concerning the automatic exchange of information on financial accounts and tax matters and

implementing the EU Directive 2014/107/EU.

The regulation may impose obligations on the Issuer and its shareholder / Noteholders, if the Issuer is

actually regarded as a reporting financial institution under the CRS, so that the latter could be required to

conduct due diligence and obtain (among other things) confirmation of the tax residency (through the

issuance of self-certifications forms by the shareholder / Noteholders), tax identification number and CRS

classification of the shareholder / Noteholders in order to fulfil its own legal obligations from 1 January

2016.

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SUBSCRIPTION AND SALE

Subscription of the Notes

Pursuant to the Subscription Agreement, each of the Joint Lead Managers has agreed, subject to certain

conditions, to subscribe, or to procure subscriptions, for the Notes. The Issuer has agreed to pay each of

the Joint Lead Managers a combined management, underwriting and placement commission on the Class

of Notes, as agreed between the parties to the Subscription Agreement. The Issuer has further agreed to

reimburse each Joint Lead Manager for certain of its expenses in connection with the issue of the Notes.

The Issuer will draw an advance under the Funding Loan to pay, inter alia, any selling concessions,

transaction structuring fees and underwriting and placement commissions and expenses of the Joint Lead

Managers.

In the Subscription Agreement, the Issuer has made certain representations and warranties in respect of its

legal and financial matters.

The Subscription Agreement entitles each of the Joint Lead Managers to terminate its obligations

thereunder in certain circumstances prior to payment of the purchase price of the Notes. The Issuer has

agreed to indemnify each Joint Lead Manager against certain liabilities in connection with the offer and

sale of the Notes.

Selling Restrictions

European Economic Area

Each of the Joint Lead Managers represents and agrees that in relation to each Member State of the

European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member

State"), that with effect from and including the date on which the Prospectus Directive is implemented in

that Relevant Member State ("Relevant Implementation Date") it has not made and will not make an

offer of Notes to the public in that Relevant Member State other than:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the

2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as

defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to

obtaining the prior consent of the relevant dealer or dealers nominated by the Issuer for any such

offer; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Notes shall require the Issuer or the Joint Lead Manager to publish a

prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression "an offer of Notes to the public" in relation to the

Notes in any Relevant Member State means the communication in any form and by any means of

sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to

decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any

measure implementing the Prospectus Directive in that Member State, the expression "Prospectus

Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending

Directive, to the extent implemented in the Relevant Member State), and includes any relevant

implementing measure in each Relevant Member State and the expression "2010 PD Amending

Directive" means Directive 2010/73/EU.

United States of America and its Territories

1. NO REGISTRATION UNDER SECURITIES ACT

The Notes have not been and will not be registered under the Securities Act and may not be

offered or sold within the United States or to, or for the account or benefit of, U.S. persons except

pursuant to an exemption from, or in a transaction not subject to, the registration requirements of

the Securities Act.

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Neither the Issuer nor any Joint Lead Manager will offer, sell or deliver any Notes at any time

within the United States of America or to, or for the account or benefit of, U.S. Persons, and such

offeror will have sent to each distributor, dealer or person receiving a selling concession, fee or

other remuneration that purchases any Notes from it during the distribution compliance period

relating thereto a confirmation or other notice setting forth the restrictions on offers and sales

within the United States of America or to, or for the account or benefit of, U.S. Persons. Terms

used in this paragraph and the previous paragraph have the meanings given to them by

Regulation S.

2. COMPLIANCE BY ISSUER WITH UNITED STATES SECURITIES LAWS

The Issuer represents, warrants and undertakes to the Joint Lead Managers that:

(a) within the preceding six (6) months, neither the Issuer nor any other person acting on its

behalf has offered or sold, or will offer or sell, to any person any Notes in any

circumstances which would be integrated with the Notes in a manner which would

require the registration of the Notes under the Securities Act;

(b) neither the Issuer nor any of its affiliates or any person acting on its behalf has engaged

or will engage in any directed selling efforts within the meaning of Regulation S with

respect to the Notes;

(c) the Issuer is a foreign issuer and there is no substantial U.S. market interest in the Notes

or other debt securities of the Issuer, and the Issuer has complied with and will comply

with the offering restrictions requirement of Regulation S;

(d) the Issuer is not, and after giving effect to the offering and sale of the Notes, will not be

a company registered or required to be registered as an investment company, as such

term is defined in the United States Investment Company Act of 1940, as amended.

3. THE JOINT LEAD MANAGERS' COMPLIANCE WITH UNITED STATES

SECURITIES LAWS

Each of the Joint Lead Managers represents, warrants and undertakes to the Issuer that:

(a) it has offered and sold the Notes, and will offer and sell the Notes (a) as part of their

distribution at any time and (b) otherwise until the expiration of the distribution

compliance period of forty days after the later of the commencement of the offering and

the Closing Date only in accordance with Rule 903 of Regulation S;

(b) at or prior to confirmation of sale of the Notes, it will have sent to each distributor,

dealer or person receiving a selling concession, fee or other remuneration that purchases

any Notes from it during the distribution compliance period a confirmation or notice to

substantially the following effect:

"The Securities covered hereby have not been registered under the United States

Securities Act of 1933, as amended ("Securities Act") and may not be offered or sold

within the United States or to, or for the account or benefit of, U.S. persons, (a) as part of

their distribution at any time or (b) otherwise until forty days after the later of the

commencement of the offering and the closing date, except in either case in accordance

with Regulation S under the Securities Act. Terms used above have the meaning given to

them by Regulation S.";

(c) it, its affiliates and any person acting on its or their behalf have complied and will

comply with the offering restrictions requirements of Regulation S; and

(d) neither it, its affiliates nor any person acting on its or their behalf have engaged or will

engage in any directed selling efforts within the meaning of Rule 902 under the

Securities Act with respect to the Notes;

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(e) it has not entered and will not enter into any contractual arrangement with respect to the

distribution or delivery of the Notes, except with its affiliates or with the prior written

consent of the Issuer.

4. THE JOINT LEAD MANAGERS' COMPLIANCE WITH UNITED STATES TREASURY

REGULATIONS

Each of the Joint Lead Managers represents, warrants and undertakes to the Issuer that:

(a) Except to the extent permitted under United States Treasury Regulation §1.163-

5(c)(2)(i)(D), as amended, or substantially identical successor provisions ("D Rules"):

(i) it has not offered or sold, and until the expiration of a restricted period

beginning on the earlier of the Closing Date or the commencement of the

offering and ending forty days after the Closing Date will not offer or sell, any

Notes to a person who is within the United States or its possessions or to a

United States person; and

(ii) it has not delivered and will not deliver in definitive form within the United

States or its possessions any Notes sold during the restricted period;

(b) it has, and throughout the restricted period will have, in effect procedures reasonably

designed to ensure that its employees or agents who are directly engaged in selling Notes

are aware that the Notes may not be offered or sold during the restricted period to a

person who is within the United States or its possessions or to a United States person,

except as permitted by the D Rules;

(c) if it is a United States person, it is acquiring the Notes for the purposes of resale in

connection with their original issuance and, if it retains initial Notes for its own account,

it will only do so in accordance with the requirements of United States Treasury

Regulation §1.163-5(c)(2)(i)(D)(6) or substantially identical successor provisions;

(d) with respect to each affiliate of such Joint Lead Manager that acquires any Notes from

such Joint Lead Manager for the purpose of offering or selling such Notes during the

restricted period, such Joint Lead Manager repeats and confirms for the benefit of the

Issuer the representations, warranties and undertakings contained in Paragraphs (a), (b)

and (c) above on such affiliate's behalf; and

(e) the Joint Lead Manager represents and agrees that it has not entered and will not enter

into any contractual arrangement with a distributor (as that term is defined for purposes

of the D Rules) with respect to the distribution of Notes, except with its affiliates or with

the prior written consent of the Issuer.

5. INTERPRETATION

Terms used in Paragraph 1, 2 and 3 above have the meanings given to them by Regulation S

under the Securities Act. Terms used in Paragraph 4 above have the meanings given to them by

the United States Internal Revenue Code of 1986, as amended, and regulations thereunder,

including the D Rules.

United Kingdom

Each of the Joint Lead Managers represents and agrees that:

(a) Financial promotion: it has only communicated or caused to be communicated, and will

only communicate or cause to be communicated, any invitation or inducement to engage

in investment activity (within the meaning of Section 21 of the Financial Services and

Markets Act 2000 ("FSMA")) received by it in connection with the issuance or sale of

any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the

Issuer; and

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(b) General compliance: it has complied and will comply with all applicable provisions of

the FSMA with respect to anything done by it in relation to the Notes in, from or

otherwise involving the United Kingdom.

As used herein, "United Kingdom" means the United Kingdom of Great Britain and Northern Ireland.

France

Each of the Joint Lead Managers represents, warrants and agrees that it has not offered or sold and will

not offer or sell, directly or indirectly, Notes to the public in France within the meaning of article L.411-1

of the French Monetary and Financial Code (Code Monétaire et Financier), and that, it has not distributed

and will not distribute or cause to be distributed to the public in France, the Prospectus or any other

offering material relating to the Notes and such offers, sales and distributions have been and will be made

in France only to (A) providers of investment services relating to portfolio management for the account of

third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de

tiers), and/or (B) qualified investors (investisseurs qualifiés) investing for their own account, as defined in

and in accordance with articles L.411-1, L.411-2 and D.411-1 of the French Monetary and Financial Code

(Code Monétaire et Financier) and in compliance with all relevant regulations issued from time to time.

General

All applicable laws and regulations must be observed in any jurisdiction in which Notes may be offered,

sold or delivered. Each Joint Lead Manager has agreed that it will not offer, sell or deliver any of the

Notes, directly or indirectly, or distribute this Prospectus or any other offering material relating to the

Notes, in or from any jurisdiction except under circumstances that will to the best knowledge and belief

of such Joint Lead Manager result in compliance with the applicable laws and regulations thereof and that

will not impose any obligations on the Issuer except as set out in the Subscription Agreement.

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USE OF PROCEEDS

The aggregate net proceeds from the issue of the Notes will amount to EUR 750,000,000. The net

proceeds are equal to the gross proceeds and will be used by the Issuer to finance the purchase price for

the acquisition of the Receivables and Related Collateral from the Seller on the Note Issuance Date.

Concurrently with the Notes, the Issuer will be granted the Funding Loan and will use the proceeds from

the Funding Loan to pay certain amounts payable on the Note Issuance Date under the Transaction

Documents (including, without limitation, any fees, costs and expenses payable on the Note Issuance

Date to the Joint Lead Manager and to other parties in connection with the offer and sale of the Notes)

and certain other costs. To the extent that the net proceeds from the issue of the Notes exceed the

purchase price for the acquisition of the Receivables, such difference will be credited to the Purchase

Shortfall Account and will be part of the Available Distribution Amount as of the following Payment

Date.

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GENERAL INFORMATION

Subject of this Prospectus

This Prospectus relates to Class A Notes in an aggregate principal amount of EUR 635,800,000, Class B

Notes in an aggregate principal amount of EUR 43,200,000, Class C Notes in an aggregate principal

amount of EUR 28,200,000, Class D Notes in an aggregate principal amount of EUR 11,300,000 and

Class E Notes in an aggregate principal amount of EUR 31,500,000, in each case issued by SC Germany

Consumer 2016-1 UG (haftungsbeschränkt), Frankfurt am Main, Germany.

Authorisation

The issue of the Notes was authorised by a resolution of the board of directors of the Issuer passed on the

resolution date 21 September 2016.

Litigation

Neither the Issuer is, or has been since its incorporation, nor the Seller is, or has during its last fiscal year

been, engaged in any governmental, litigation or arbitration proceedings which may have or have had

during such period a significant effect on their respective financial position, and, as far as the Issuer and

the Seller are aware, no such governmental, litigation or arbitration proceedings are pending or

threatened, respectively.

Payment Information

In connection with the Notes, the Issuer will forward copies of notice to holders of listed securities in

final form to the Luxembourg Stock Exchange.

Payments and transfers of the Notes will be settled through Clearstream Luxembourg and Euroclear, as

described herein. The Notes have been accepted for clearing by Clearstream Luxembourg and Euroclear.

Material Adverse Change

There has been no material adverse change in the financial position or prospects of the Issuer since its

incorporation.

Miscellaneous

No statutory or non-statutory accounts in respect of any fiscal year of the Issuer have been prepared other

than as contained in this Prospectus. The Issuer will not publish interim accounts. The fiscal year in

respect of the Issuer is the calendar year.

Luxembourg Listing

Application has been made to the Luxembourg Stock Exchange for the Notes to be listed to the official

list of the Luxembourg Stock Exchange. The Issuer has appointed The Bank of New York Mellon

(Luxembourg) S.A. as the initial listing agent for the Luxembourg Stock Exchange and as the initial

Local Agent. The Local Agent will act as agent between the Issuer and the holders of the Notes listed on

the official list of the Luxembourg Stock Exchange. For as long as any of the Notes are listed on the

official list of Luxembourg Stock Exchange, the Issuer will maintain a Luxembourg local agent.

Copies of such documents may also be obtained free of charge during customary business hours at the

specified offices of the Principal Paying Agent.

Publication of Documents

This Prospectus will be made available to the public by publication in electronic form on the web-site of

the Luxembourg Stock Exchange (www.bourse.lu).

Websites

Any website mentioned in this document does not form part of the Prospectus.

- 186 -

Availability of Documents

From the date hereof as long as the Prospectus is valid and as long as the Notes remain outstanding, the

following documents will be available for inspection in electronic form at the registered office of the

Issuer and the Local Agent:

(a) the articles of association (Gesellschaftsvertrag) of the Issuer;

(b) the resolution of the managing directors of the Issuer approving the issue of the Notes;

(c) the future annual financial statements of the Issuer (interim financial statements will not be

prepared);

(d) all notices given to the Noteholders pursuant to the Terms and Conditions;

(e) this Prospectus, the Master Definitions Agreement and all other Transaction Documents referred

to in this Prospectus;

(f) Detailed Investor Report.

In addition, certain loan level data (on a no-name basis) is available for inspection, free of charge, at the

registered office of the Servicer at Santander Consumer Bank AG, Santander-Platz 1, 41061

Mönchengladbach, Germany during customary business hours upon request. Such data may also be

obtained, free of charge, upon request from the Seller in electronic form following the due execution of a

non-disclosure agreement.

Post-issuance Reporting

Following the Note Issuance Date, the Principal Paying Agent will provide the Issuer, the Corporate

Administrator, the Transaction Security Trustee and, on behalf of the Issuer, by means of notification in

accordance with Condition 13 (Form of Notices) of the Terms and Conditions of the Notes, the

Noteholders, and so long as any of the Notes are listed on the official list of the Luxembourg Stock

Exchange, and admitted to trading on the regulated market of the Luxembourg Stock Exchange, with the

following information, all in accordance with the Agency Agreement and the Terms and Conditions of

the Notes:

(a) with respect to each Payment Date, the Interest Amount pursuant to Condition 6.1 (Interest

Calculation) of the Terms and Conditions;

(b) with respect to each Payment Date, the amount of Interest Shortfall pursuant to Condition 6.4

(Interest Shortfall) of the Terms and Conditions, if any;

(c) with respect to each Payment Date falling on a date after the expiration of the Replenishment

Period, of the Note Principal Amount of each Class of Notes and the Class A Notes Principal, the

Class B Notes Principal, the Class C Notes Principal, the Class D Notes Principal and the Class E

Notes Principal pursuant to Condition 7 (Replenishment and Redemption) to be paid on such

Payment Date; and

(d) in the event the payments to be made on a Payment Date constitute the final payment with

respect to Notes pursuant to Condition 7.4 (Legal Maturity Date), Condition 7.5 (Early

Redemption) or Condition 7.6 (Optional Redemption for Taxation Reasons or upon occurrence of

a Regulatory Change Event), of the fact that such is the final payment; and

(e) of the occurrence of a Servicer Disruption Date as notified by the Calculation Agent.

In each case, such notification shall be made by the Principal Paying Agent on the Determination Date

preceding the relevant Payment Date.

Conflict of Interest in Relation to the Issue

Save as disclosed in the part of "Risk Factors – The Notes – Conflicts of Interest" and "Subscription and

Sale" there are no conflicts of interest in relation to the issue of the Notes.

- 187 -

Clearing Codes

Class A Notes Class B Notes

WKN: A2BPVJ WKN: A2BPVK

ISIN: XS1489761558 ISIN: XS1489762366

Common Code: 148976155 Common Code: 148976236

Class C Notes

Class D Notes

WKN: A2BPVL WKN: A2BPVM

ISIN: XS1489762523 ISIN: XS1489763091

Common Code: 148976252 Common Code: 148976309

Class E Notes

WKN: A2BPVN

ISIN: XS1489763331

Common Code: 148976333

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SCHEDULE 1

DEFINITIONS

The following terms used in the Transaction Documents and the Prospectus shall have the meanings

given to them below as determined in the Master Definitions Agreement, except so far as the context

otherwise requires and subject to any contrary indication, and such terms are set out in Appendix A to the

Terms and Conditions of the Notes and forms an integral part of the Terms and Conditions of the Notes:

"Account" shall mean any of the Transaction Account, the Commingling Reserve Account, the Set-Off

Reserve Account, the Purchase Shortfall Account, the Liquidity Reserve Account, the Swap Cash

Collateral Account and any other bank account specified as such by or on behalf of the Issuer or the

Transaction Security Trustee in the future in addition to, or in replacement of, the Transaction Account,

the Commingling Reserve Account, the Set-Off Reserve Account and the Purchase Shortfall Account in

accordance with the Accounts Agreement and the Transaction Security Agreement (together,

"Accounts");

"Account Bank" shall mean The Bank of New York Mellon, Frankfurt Branch, any successor thereof or

any other person appointed as Account Bank in accordance with the Accounts Agreement and the

Transaction Security Agreement from time to time as the bank with whom the Issuer holds the Accounts;

"Accounts Agreement" shall mean an accounts agreement dated on or about 22 September 2016 entered

into between the Issuer, the Account Bank, the Transaction Security Trustee and Cash Administrator in

relation to the Accounts;

"Account Bank Downgrade" shall mean the Account Bank Required Rating is not met anymore;

"Account Bank Required Rating" shall mean, with respect to the Account Bank, that (i) the long-term

unsecured, unsubordinated and unguaranteed debt obligations of the Account Bank are assigned a rating

of at least A- (or its replacement) by S&P or, if S&P has not assigned any rating to the long-term

unsecured, unsubordinated and unguaranteed debt obligations of the Account Bank, the short-term,

unsecured, unsubordinated and unguaranteed debt obligations of the Account Bank are assigned a rating

of at least A-1 (or its replacement) by S&P, and (ii) the critical obligations rating of the Account Bank are

assigned a rating of a least A (or its replacement) by DBRS, or, if a critical obligations rating is not

available, the long-term, unsecured, unsubordinated and unguaranteed debt obligations of the Account

Bank are assigned a rating of at least A (or its replacement) by DBRS.

"Additional Receivable" shall mean any Purchased Receivable which is sold and assigned or purported

to be assigned to the Issuer in accordance with the Receivables Purchase Agreement during the

Replenishment Period;

"Adverse Claim" shall mean any ownership interest, lien, security interest, charge or encumbrance, or

other right or claim in, over or on any person's assets or properties in favour of any other person;

"Agent Bank" shall mean the Principal Paying Agent;

"Agency Agreement" shall mean an agency agreement dated on or about 22 September 2016 under

which the Principal Paying Agent, the Calculation Agent and the Cash Administrator are appointed with

respect to any Notes;

"Aggregate Offered Receivables Purchase Price" shall mean the aggregate amount of the Purchase

Prices to be paid on the Purchase Date for the Eligible Receivables offered to the Purchaser on such Offer

Date;

"Aggregate Outstanding Note Principal Amount" shall mean, in respect of all Notes at any time, the

aggregate of the Note Principal Amounts of all Notes;

"Aggregate Outstanding Principal Amount" shall mean, in respect of all Purchased Receivables at any

time, the aggregate of the Outstanding Principal Amounts of all Purchased Receivables which, as of such

time, are not Defaulted Receivables;

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"Arranger" shall mean UniCredit Bank AG, Arabellastraße 12, 81925 Munich, Germany, and any

successor thereof or any other person;

"Assignable Related Collateral" shall mean any Related Collateral which is a German law governed

claim (Forderung) and can be freely assigned in accordance with Section 398 German Civil Code

(Bürgerliches Gesetzbuch) an is designated as a assignable related collateral in the offer file;

"Available Distribution Amount" shall mean, with respect to any Cut-Off Date and the Collection

Period ending on such Cut-Off Date, an amount calculated by the Servicer pursuant to the Servicing

Agreement as of such Cut-Off Date and notified to the Issuer, the Corporate Administrator, the

Calculation Agent and the Transaction Security Trustee not later than on the fourth (4th

) Business Day

preceding the Payment Date following such Cut-Off Date (or, if the Servicer fails to calculate such

amount, the amount calculated by the Calculation Agent with respect to such Cut-Off Date on the basis of

the information available to the Calculation Agent at that time and notified to the Issuer, the Corporate

Administrator, the Principal Paying Agent, the Calculation Agent and the Transaction Security Trustee

not later than on the fourth (4th

) Business Day preceding the Payment Date following such Cut-Off Date),

as the sum of:

1. any Collections (including, for the avoidance of doubt, Deemed Collections paid by the Seller or

(if different) the Servicer) received by the Seller or (if different) the Servicer during the

Collection Period ending on such Cut-Off Date;

2. (i) (A) any stamp duty, registration and other similar taxes, (B) any taxes levied on the Issuer and

any relevant parties involved in the financing of the Issuer due to the Issuer and such parties

having entered into the Receivables Purchase Agreement, the other Transaction Documents or

other agreements relating to the financing of the acquisition by the Issuer of the Purchased

Receivables, (C) any liabilities, costs, claims and expenses which arise from the non-payment or

the delayed payment of any taxes specified under (B) above, except for those penalties and

interest charges which are attributable to the gross negligence of the Issuer, and (D) any

additional amounts corresponding to sums which the Seller is required to deduct or withhold for

or on account of tax with respect to all payments made by the Seller to the Issuer under the

Receivables Purchase Agreement, in each case paid by the Seller pursuant to the Receivables

Purchase Agreement, and (ii) any taxes, increased costs and other amounts paid by the Seller to

the Issuer pursuant to the Receivables Purchase Agreement (other than any Transaction Cost Fee)

and any taxes, increased costs and other amounts paid by the Servicer to the Issuer pursuant to

the Servicing Agreement, in each case as collected during such Collection Period;

3. (i) (A) any default interest on unpaid sums due by the Seller to the Issuer and (B) indemnities

against any loss or expense, including legal fees, incurred by the Issuer as a consequence of any

default of the Seller, in each case paid by the Seller to the Issuer pursuant to the Receivables

Purchase Agreement and (ii) any default interest and indemnities paid by the Servicer to the

Issuer pursuant to the Servicing Agreement, in each case as collected during such Collection

Period;

4. any other amounts paid by the Seller to the Issuer under or with respect to the Receivables

Purchase Agreement (other than any Transaction Cost Fee) or the Purchased Receivables or any

Related Collateral and any other amounts paid by the Servicer to the Issuer under or with respect

to the Servicing Agreement, the Purchased Receivables or any Related Collateral, in each case as

collected during such Collection Period;

5. any interest earned (if any) on any balance credit of the Transaction Account during such

Collection Period;

6. the amounts (if any) standing to the credit to the Commingling Reserve Account (excluding, for

the avoidance of doubt, any interest earned on any balance credited to the Commingling Reserve

Account), but only to the extent necessary for the fulfilment on the relevant Payment Date of the

payment obligations of the Issuer under items first to twenty-second (inclusive) of the Pre-

Enforcement Priority of Payments (but excluding any fees and other amounts due to the Servicer

under item fourth of the Pre-Enforcement Priority of Payments), provided, however, that such

amounts shall only be included in the Available Distribution Amount if and to the extent that the

Seller or (if different) the Servicer have, as of the relevant Payment Date, failed to transfer to the

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Issuer any Collections (other than Deemed Collections within the meaning of item (B) (i) of the

definition of Deemed Collections) received or payable by the Seller or (if different) the Servicer

during, or with respect to, the Collection Period ending on the Cut-Off Date immediately

preceding the relevant Payment Date or if the appointment of the Servicer under the Servicing

Agreement has been automatically terminated pursuant to the last paragraph of Clause 9.1 of the

Servicing Agreement;

7. the amounts (if any) standing to the credit of the Set-Off Reserve Account (excluding, for the

avoidance of doubt, any interest earned on any balance credited to the Set-Off Reserve Account),

but only to the extent necessary for the fulfilment on the relevant Payment Date of the payment

obligations of the Issuer under items first to twenty-second (inclusive) of the Pre-Enforcement

Priority of Payments (but excluding any fees and other amounts due to the Servicer under item

fourth of the Pre-Enforcement Priority of Payments), provided, however, that such amounts

shall only be included in the Available Distribution Amount if and to the extent that (i) any

amounts that would otherwise have to be transferred to the Issuer as Deemed Collections within

the meaning of item (B) (i) of the definition of Deemed Collections for the Collection Period

ending on the relevant Cut-Off Date were not received by the Seller as a result of any of the

actions described in item (B) (i) of the definition of Deemed Collections, and (ii) the Issuer does

not have a right of set-off against the Seller or (if different) the Servicer with respect to such

amounts on the relevant Payment Date;

8. the amounts (if any) standing to the credit of the Liquidity Reserve Account (excluding, for the

avoidance of doubt, any interest earned on any balance credited to the Liquidity Reserve

Account), but only to the extent necessary for the fulfilment on the relevant Payment Date of the

payment obligations of the Issuer in relation to costs and expenses payable in accordance with

items first to fifth of the Pre-Enforcement Priority of Payments and interest payable on the Class

A Notes outstanding on such Payment Date under item sixth, provided, however, that such

amounts shall only be included in the Available Distribution Amount if and to the extent that

there would be a shortfall in these amounts when due by reason of a Liquidity Reserve Transfer

Event following the application of the Available Distribution Amount according to the Pre-

Enforcement Priority of Payments;

9. the amounts (if any) standing to the credit of the Purchase Shortfall Account (including any

interest earned thereon);

10. the amounts (if any) standing to the credit of the Transaction Account which would have been

distributed as Available Distribution Amount on any Payment Date prior to such Cut-Off Date,

but were not distributed due to such Payment Date falling on a Servicer Disruption Date or the

prior occurrence of a Termination Event;

11. any payments received from the Swap Counterparty under the Swap Agreement (excluding,

however, any Swap Collateral other than any proceeds from such Swap Collateral applied in

satisfaction of payments due to the Issuer in accordance with the Swap Agreement upon early

termination of the Swap Agreement) on or before and with respect to the Payment Date

immediately following such Cut-Off Date; and

12. any amount (other than covered by (1) through (11) above) (if any) paid to the Issuer by any

other party to any Transaction Document (other than the Funding Loan Agreement) within

according to such Transaction Document is to be allocated to the Available Distribution Amount;

"Back-Up Servicer Trigger Event" shall have occurred if, at any time, (i) Santander Consumer Finance,

S.A. ceases to hold directly or indirectly, 75% of the Servicer's share capital or voting rights or (ii) the

long-term unsecured, unsubordinated and unguaranteed obligations of Santander Consumer Finance, S.A.

cease to be assigned a rating of at least BBB (low) (or its replacement) by DBRS or, the long-term

unsecured, unsubordinated and unguaranteed obligations of the Servicer cease to be assigned a rating of

at least BBB (low) (or its replacement) by DBRS;

"Beneficiary" shall mean the Joint Lead Manager, the Noteholders, the Principal Paying Agent, the

Calculation Agent, the Cash Administrator, the Account Bank, the Corporate Administrator, the

Transaction Security Trustee, the Data Trustee, the Swap Counterparty, the Seller, the Servicer (if

different), the Purchaser and any other party acceding to the Transaction Security Agreement as

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replacement Beneficiary pursuant to Clause 40 (Accession of Replacement Beneficiaries) of the

Transaction Security Agreement and any successor, assignee, transferee or replacement thereof;

"Business Day" shall mean any day

(i) on which commercial banks and foreign exchange markets are open or required to be open for

business in London (United Kingdom), Frankfurt am Main (Germany), Düsseldorf (Germany)

and Luxembourg; and

(ii) which is a TARGET Day;

"Calculation Agent" shall mean Wilmington Trust SP Services (Frankfurt) GmbH, Steinweg 3-5, 60313

Frankfurt am Main, Germany, and any successor or replacement calculation agent appointed from time to

time in accordance with the Agency Agreement;

"Cash Administrator" shall mean Wilmington Trust SP Services (Frankfurt) GmbH, Steinweg 3-5,

60313 Frankfurt am Main, Germany, and any successor or replacement Cash Administrator appointed

from time to time in accordance with the Agency Agreement;

"Class A Noteholder" shall mean a holder of Class A Notes;

"Class A Notes" shall mean Class A Fixed Rate Notes due on the Payment Date falling in September

2029 which are issued in an initial aggregate principal amount of EUR 635,800,000 and divided into

6,358 Notes, each having a principal amount of EUR 100,000;

"Class A Notes Interest" shall mean the aggregate interest amount (including any Interest Shortfall)

payable in respect of all Class A Notes on any date and in accordance with the Terms and Conditions of

the Notes;

"Class A Notes Principal" shall mean the aggregate principal amount payable in respect of all Class A

Notes on any date and in accordance with the Terms and Conditions of the Notes;

"Class A Principal Amount" shall mean, as of any date, the sum of the Note Principal Amounts of all

Class A Notes;

"Class A Target Principal Amount" shall mean,

(A) as of any Payment Date which does not fall on a Servicer Disruption Date, (a) if a Principal

Deficiency Trigger Event does not occur, the excess (if any) of (i) the Aggregate Outstanding

Principal Amount (as calculated by the Servicer) as of the Cut-Off Date immediately preceding

such Payment Date over (ii) the sum of the Class B Principal Amount outstanding as of the Cut-

Off Date immediately preceding such Payment Date, the Class C Principal Amount outstanding

as of the Cut-Off Date immediately preceding such Payment Date, the Class D Principal Amount

outstanding as of the Cut-Off Date immediately preceding such Payment Date and the Class E

Principal Amount outstanding as of the Cut-Off Date immediately preceding such Payment Date,

in each case as calculated by the Calculation Agent or (b) in case a Principal Deficiency Trigger

Event has occurred as of such Payment Date, zero; or

(B) as of any Payment Date falling on a Servicer Disruption Date, an amount equal to the Class A


as calculated by the Calculation Agent;

"Class B Noteholder" shall mean a holder of Class B Notes;

"Class B Notes" shall mean Class B Fixed Rate Notes due on the Payment Date falling in September

2029 which are issued in an initial aggregate principal amount of EUR 43,200,000 and divided into 432

Notes, each having a principal amount of EUR 100,000;

"Class B Notes Interest" shall mean the aggregate interest amount (including any Interest Shortfall)

payable in respect of all Class B Notes on any date and in accordance with the Terms and Conditions of

the Notes;

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"Class B Notes Principal" shall mean the aggregate principal amount payable in respect of all Class B


"Class B Principal Amount" shall mean, as of any date, the sum of the Note Principal Amounts of all

Class B Notes;

"Class B Target Principal Amount" shall mean,

(A) as of any Payment Date falling on or after the date on which all Class A Notes have been

redeemed in full, but not falling on a Servicer Disruption Date, (a) if a Principal Deficiency

Trigger Event does not occur, the excess (if any) of (i) the Aggregate Outstanding Principal

Amount (as calculated by the Servicer) as of the Cut-Off Date immediately preceding such

Payment Date over (ii) the sum of the Class C Principal Amount outstanding as of the Cut-Off

Date immediately preceding such Payment Date, the Class D Principal Amount outstanding as of

the Cut-Off Date immediately preceding such Payment Date and the Class E Principal Amount

outstanding as of the Cut-Off Date immediately preceding such Payment Date, in each case as

calculated by the Calculation Agent or (b) in case a Principal Deficiency Trigger Event has

occurred as of such Payment Date, zero; or

(B) as of any Payment Date falling on or after the date on which all Class A Notes have been

redeemed in full and falling on a Servicer Disruption Date, an amount equal to the Class B



"Class C Noteholder" shall mean a holder of Class C Notes;

"Class C Notes" shall mean Class C Fixed Rate Notes due on the Payment Date falling in September



"Class C Notes Interest" shall mean the aggregate interest amount (including any Interest Shortfall)

payable in respect of all Class C Notes on any date and in accordance with the Terms and Conditions of

the Notes;

"Class C Notes Principal" shall mean the aggregate principal amount payable in respect of all Class C


"Class C Principal Amount" shall mean, as of any date, the sum of the Note Principal Amounts of all

Class C Notes;

"Class C Target Principal Amount" shall mean,

(A) as of any Payment Date falling on or after the date on which all Class B Notes have been



Amount (as calculated by the Servicer) as of the Cut-Off Date immediately preceding such

Payment Date over (ii) the sum of the Class D Principal Amount outstanding as of the Cut-Off

Date immediately preceding such Payment Date and the Class E Principal Amount outstanding

as of the Cut-Off Date immediately preceding such Payment Date, in each case as calculated by

the Calculation Agent or (b) in case a Principal Deficiency Trigger Event has occurred as of such

Payment Date, zero; or

(B) as of any Payment Date falling on or after the date on which all Class B Notes have been

redeemed in full and falling on a Servicer Disruption Date, an amount equal to the Class C



"Class D Noteholder" shall mean a holder of Class D Notes;

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"Class D Notes" shall mean Class D Floating Rate Notes due on the Payment Date falling in September



"Class D Notes Interest" shall mean the aggregate interest amount (including any Interest Shortfall)

payable in respect of all Class D Notes on any date and in accordance with the Terms and Conditions of

the Notes;

"Class D Notes Principal" shall mean the aggregate principal amount payable in respect of all Class D


"Class D Principal Amount" shall mean, as of any date, the sum of the Note Principal Amounts of all

Class D Notes;

"Class D Target Principal Amount" shall mean,

(A) as of any Payment Date falling on or after the date on which all Class C Notes have been



Amount (as calculated by the Servicer) as of the Cut- Off Date immediately preceding such

Payment Date over (ii) the Class E Principal Amount outstanding as of the Cut-Off Date

immediately preceding such Payment Date, in each case as calculated by the Calculation Agent

or (b) in case a Principal Deficiency Trigger Event has occurred as of such Payment Date, zero;

or

(B) as of any Payment Date falling on or after the date on which all Class C Notes have been

redeemed in full and falling on a Servicer Disruption Date, an amount equal to the Class D



"Class E Noteholder" shall mean a holder of Class E Notes;

"Class E Notes" shall mean Class E Floating Rate Notes due on the Payment Date falling in September



"Class E Notes Interest" shall mean the aggregate interest amount (including any Interest Shortfall)

payable in respect of all Class E Notes on any date and in accordance with the Terms and Conditions of

the Notes;

"Class E Notes Principal" shall mean the aggregate principal amount payable in respect of all Class E


"Class E Principal Amount" shall mean, as of any date, the sum of the Note Principal Amounts of all

Class E Notes;

"Class E Target Principal Amount" shall mean,

(A) as of any Payment Date falling on or after the date on which all Class D Notes have been


Trigger Event does not occur, the Aggregate Outstanding Principal Amount (as calculated by the

Servicer) as of the Cut-Off Date immediately preceding such Payment Date or (b) if a Principal

Deficiency Trigger Event occurs, zero; or

(B) as of any Payment Date falling on or after the date on which all Class D Notes have been

redeemed in full and falling on a Servicer Disruption Date, an amount equal to the Class E



"Class Principal Amount" shall mean each of the Class A Principal Amount, the Class B Principal

Amount, the Class C Principal Amount, the Class D Principal Amount and the Class E Principal Amount;

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"Class Target Principal Amount" shall mean each of the Class A Target Principal Amount, the Class B

Target Principal Amount, the Class C Target Principal Amount, the Class D Target Principal Amount and

the Class E Target Principal Amount;

"Clean-up Call" shall mean the exercise by the Seller of its option under the Receivables Purchase

Agreement to repurchase all Purchased Receivables (together with any Related Collateral) which have not

been sold to a third party on any Payment Date on or following which the Aggregate Outstanding

Principal Amount has been reduced to 10% of the initial Aggregate Outstanding Principal Amount as of

the first Cut-Off Date.

"Closing Date" shall mean 27 September 2016;

"Collateral" shall mean the first ranking security interests granted to the Transaction Security Trustee for

the benefit of the Noteholders and other Beneficiaries in respect of (i) the Issuer's claims under the

Purchased Receivables and the Assignable Related Collateral acquired by the Issuer pursuant to the

Receivables Purchase Agreement, (ii) the Issuer's claims under certain Transaction Documents and (iii)

the rights of the Issuer under the Transaction Account, all of which have been assigned and transferred by

way of security or pledged to the Transaction Security Trustee pursuant to the Transaction Security

Agreement and any other security interests granted by the Issuer to the Transaction Security Trustee

pursuant to the English Security Deed;

"Collection Period" shall mean, in relation to any Cut-Off Date, the period commencing on (but

excluding) the Cut-Off Date immediately preceding such Cut-Off Date and ending on (and including)

such Cut-Off Date and with respect to the first Payment Date the Collection Period commencing on 4

September 2016 (including such date) and ending on 30 September 2016 (including such date);

"Collections" shall mean, with respect to any Purchased Receivable and any Related Collateral, all cash

collections, interest, late payment or similar charges and other cash proceeds of such Purchased

Receivable or other amounts received or recovered in respect thereof, including, without limitation, all

proceeds from insurance policies covering residual debt, all cash proceeds of any Related Collateral to the

extent it secures the Purchase Receivable, any proceeds from the sale of Defaulted Receivables (together

with the relevant Related Collateral) received by the Servicer on behalf of the Issuer from any third party

and any participation in extraordinary profits (Mehrerlösbeteiligungen) after realisation of the Related

Collateral to which the Issuer is entitled under the relevant Loan Contract, in each case which is

irrevocable and final (provided that any direct debit (Lastschrifteinzug) shall constitute a Collection

irrespective of any subsequent valid return thereof (Lastschriftrückbelastung)), and any Deemed

Collections of such Purchased Receivable less any amount previously received but required to be repaid

on account of a valid return of a direct debit (Lastschriftrückbelastung), provided that, for the avoidance

of doubt, any Collection which is less than the amount then outstanding and due from the relevant Debtor

shall be applied in accordance with Sections 366 et seqq. of the German Civil Code (Bürgerliches

Gesetzbuch) or, with respect to consumers, pursuant to Section 497 (3) of the German Civil Code

(Bürgerliches Gesetzbuch);

"Commingling Required Rating" shall mean, with respect to any entity, that the long-term unsecured,


its replacement) by DBRS and BBB (or its replacement) by S&P and any such rating has not been

withdrawn;

"Commingling Reserve Account" shall mean the bank account with the account number 747 645 9711,

IBAN DE48 5033 0300 7476 4597 11 and SWIFT address IRVTDEFX held in the name of the Issuer at

the Account Bank, as well as any other bank accounts specified as such by or on behalf of the Issuer or

the Transaction Security Trustee in the future in addition to or as substitute for such Commingling

Reserve Account in accordance with the Accounts Agreement and the Transaction Security Agreement to

which the Seller will transfer the Commingling Reserve Amount following the occurrence of a

Commingling Reserve Trigger Event;

"Commingling Reserve Amount" shall mean, (a) as of any Cut-Off Date following the occurrence of a

Commingling Reserve Trigger Event, an amount equal to the sum of (i) the amount of the Scheduled

Collections for the period from the beginning of the Collection Period immediately following the relevant

Cut-Off Date to the last Business Day of the second (2nd

) Collection Period after the relevant Cut-Off

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Date (both inclusive) and (ii) 2% of the Aggregate Outstanding Note Principal Amount as of the relevant

Cut-Off Date or (b) if as of any Cut-Off Date no Commingling Reserve Trigger Event has occurred, zero;

"Commingling Reserve Excess Amount" shall mean, as of any Payment Date, the excess of the amounts

standing to the credit of the Commingling Reserve Account over the Commingling Reserve Amount, on

the Cut-Off Date immediately preceding such Payment Date, after a drawing (if any) in accordance with

item 6 of the definition of Available Distribution Amount;

"Commingling Reserve Trigger Event" shall have occurred if, at any time, (i) Santander Consumer



and (ii), the Seller has at least the Commingling Required Rating;

"Corporate Administrator" shall mean Wilmington Trust SP Services (Frankfurt) GmbH, Steinweg 3-5,

60313 Frankfurt am Main, Germany, as administrator or any successor thereof or any other person

appointed as replacement corporate administrator from time to time in accordance with the Corporate

Administration Agreement;

"Corporate Administration Agreement" shall mean a corporate administration agreement dated on or

about 22 September 2016 and entered into between the Corporate Administrator and the Issuer;

"CRD" shall mean Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013

on access to the activity of credit institutions and the prudential supervision of credit institutions and

investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC

(as amended from time to time);

"Credit" shall have the meaning ascribed to such term in the Transaction Security Agreement;

"Credit and Collection Policy" shall mean the credit and collection policies and practices as applied by

the Seller with respect to the Purchased Receivables and as set out in Credit and Collection Policy to the

Receivables Purchase Agreement (for the avoidance of doubt, the definition does not refer to the general

credit and collection policy of the Seller as amended from time to time;

"Credit Support Annex" shall mean any credit support document entered into between the Issuer and

Swap Counterparty from time to time which forms part of, and is subject to the Swap Agreement and is

part of the schedule thereto;

"CRR" shall mean Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26

June 2013 on prudential requirements for credit institutions and investment firms and amending

Regulation (EU) No 648/2012 (as amended from time to time);

"Cumulative Loss Ratio" shall mean, in respect of each Collection Period, the ratio (expressed as a

percentage) of (A) the sum of (i) the Aggregate Outstanding Principal Amount of all Purchased

Receivables which have become Defaulted Receivables during such Collection Period (net of recoveries)

as determined in the Detailed Investor Report relating to such Collection Period (and set out under the

item "Current Period Net Default" therein) and (ii) the aggregate principal amount (at the time of default)

of all Purchased Receivables which became Defaulted Receivables prior to such Collection Period (net of

recoveries and as set out in the Detailed Investor Report relating to the immediately previous Collection

Period under the item "Cumulative Net Default") divided by (B) the sum of (x) the Aggregate

Outstanding Principal Amount as at the end of such Collection Period (including for the avoidance of

doubt the Outstanding Principal Amount of all Additional Receivables purchased by the Issuer during the

relevant Collection Period) as determined in the Detailed Investor Report relating to such Collection

Period and (y) the aggregate original principal amount of all Purchased Receivables which were repaid by

the respective Debtors since the Note Issuance Date;

"Cut-Off Date" shall mean the last day of each calendar month (except for the first Cut-Off Date which

shall be 4 September 2016) and the Cut-Off Date with respect to each Payment Date thereafter is the Cut-

Off Date immediately preceding such Payment Date;

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"Data Trustee" shall mean Wilmington Trust (London) Limited, 1 Kings Arms Yard, London EC2R

7AF, United Kingdom and any successor thereof or any other person appointed as Data Trustee from time

to time in accordance with the Data Trust Agreement;

"Data Trust Agreement" shall mean the data trust agreement dated on or about 22 September 2016 and

entered into between the Issuer, the Data Trustee, the Seller and the Transaction Security Trustee;

"DBRS" shall mean DBRS Ratings Limited (Attn: ABS Surveillance, 20 Fenchurch Street, 31st Floor,

London EC3M 3BY, United Kingdom, Email: [email protected] or such other contact

details as may be notified by DBRS to the Issuer from time to time), or any successor to its rating

business;

"Debtor" shall mean each of the persons obliged to make payments under a Loan Contract (together,

"Debtors");

"Deemed Collection" shall mean an amount equal to the sum of (A) the Outstanding Principal Amount of

the affected portion of any Purchased Receivable if (i) such Purchased Receivable becomes a Disputed

Receivable (irrespective of any subsequent court determination in respect thereof), (ii) the relevant Loan

Contract proves not to have been legally valid, binding, enforceable and assignable as of the relevant

Purchase Date, (iii) the Related Collateral contemplated in the relevant Loan Contract proves not to have

existed as of the relevant Purchase Date, (iv) the Issuer proves not to have acquired, upon the payment of

the purchase price for such Purchased Receivable on the relevant Purchase Date, title to such Purchased

Receivable and to the Related Collateral contemplated in the relevant Loan Contract free and clear of any

Adverse Claim, (v) such Purchased Receivable proves not to have been an Eligible Receivable on the

relevant Purchase Date, (vi) such Purchased Receivable or Related Collateral contemplated in the relevant

Loan Contract is deferred (other than in accordance with the Servicing Agreement or the Credit and

Collection Policy, or with the prior approval of the Issuer), redeemed or otherwise modified (other than in

accordance with the Servicing Agreement) (in each case other than an early termination of the relevant

Loan Contract in accordance with the Credit and Collection Policy prior to the expiry date of the relevant

Loan Contract as scheduled therein) or (vii) such Purchased Receivable or the relevant Related Collateral

contemplated in the relevant Loan Contract otherwise did not exist in whole or partly prior to its sale and

assignment to the Issuer or ceases to exist for any reason, including, but without limitation, the legally

effective revocation (Widerruf) of the Loan Contract by the Debtor (but in any event other than by

payment to the Servicer or the Issuer or because of a breach by the relevant Debtor of its payment

obligations under the Loan Contract) and (B) any reduction of the Outstanding Principal Amount of any

Purchased Receivable or any other amount owed by a Debtor due to (i) any set-off against the Seller due

to a counterclaim of the Debtor or any set-off or equivalent action against the relevant Debtor by the

Seller or (ii) any discount or other credit in favour of the Debtor, in each case as of the date of such

reduction for such Purchased Receivable;

"Defaulted Receivable" shall mean, as of any date, any Purchased Receivable (which is not a Disputed

Receivable) which has been declared due and payable in full (insgesamt fällig gestellt);

"Delinquent Receivable" shall mean, as of any date, any Purchased Receivable (which is overdue, and

not a Disputed Receivable or a Defaulted Receivable) which is included in any overdue bucket of at least

thirty-one (31) days in the Monthly Report for the Collection Period ending on or immediately preceding

such date or in respect of which the Seller considers that a Purchased Receivable has been originated

under a non-performing Loan Contract (which is, for the avoidance of doubt, a Loan Contract where

payment of interest or principal is past due by ninety (90) or more days and the obligor is in default, as

defined in Article 178 of the CRR, or when there are good reasons to doubt that payment will be made in

full);

"Detailed Investor Report" shall mean the detailed investor report in the form as set out in Schedule 1,

Part B to the Servicing Agreement, or in a form as otherwise agreed between the Servicer, the Seller and

the Issuer, which shall be prepared by the Servicer with respect to each Collection Period;

"Determination Date" shall mean the second (2nd

) Business Day immediately preceding the

commencement of such Interest Period unless such date is not a Business Day in which case the

Determination Date shall be the next succeeding Business Day unless such date would thereby fall into

the next calendar month, in which case such date shall be the immediately preceding Business Day;

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"Disputed Receivable" shall mean any Purchased Receivable in respect of which payment is not made

and disputed by the Debtor (other than where the Servicer has given written notice, specifying the

relevant facts, to the Issuer that, in its reasonable opinion, such dispute is made because of the inability

(Bonitätsrisiko) of the relevant Debtor to pay), whether by reason of any matter concerning the Related

Collateral or by reason of any other matter or in respect of which a set-off or counterclaim is being

claimed by such Debtor;

"Early Amortisation Event" shall mean the occurrence of any of the following events during the first

twelve (12) months after the Note Issuance Date:

(a) the Cumulative Loss Ratio exceeds 1.8%;

(b) on three (3) consecutive Cut-Off Dates, the amount standing to the credit of the Purchase

Shortfall Account is higher than 15% of the initial aggregate Note Principal Amount of all Notes

(such event a "Purchase Shortfall Event");

(c) as of any Payment Date, the initial Note Principal Amount of all Notes would, after the

application of the Available Distribution Amount in accordance with the Pre-Enforcement

Priority of Payments, exceed the sum of (i) the Aggregate Outstanding Principal Amount of all

Purchased Receivables as of such Payment Date (including the Principal Amount of the

Additional Receivables to be purchased on such Payment Date) and (ii) the amount standing to

the credit of the Purchase Shortfall Account as of such Payment Date; or

(d) a Termination Event or a Servicer Termination Event,

provided that in the case of (a) above with respect to any Cut-Off Date following the date as of which

the Early Amortisation Event occurred, no Early Amortisation Event shall be deemed to have occurred if,

by the Payment Date immediately following the date as of which the Early Amortisation Event occurred,

the Rating Agencies have confirmed that the occurrence of the relevant Early Amortisation Event will not

result in a downgrading, qualification or withdrawal of their rating assigned to any of the Class A Notes;

"Early Redemption Date" has the meaning ascribed to such term in Condition 7.5 (Early Redemption) of

the Terms and Conditions of the Notes;

"Effective Interest Rate" shall mean the actual interest rate to be paid by the relevant Debtors under the

relevant Loan Contracts with respect to the Outstanding Principal Amount as of the Cut-Off Date

immediately preceding the relevant Purchase Date;

"Eligibility Criteria" shall mean the criteria set out for a receivable to become an Eligible Receivable as

set out in Schedule 5 to the Receivables Purchase Agreement;

"Eligible Receivable" shall mean any Receivable (or any part of it or the pool of Receivables, as

applicable) which meets the Eligibility Criteria.

"English Security Deed" shall mean an English law security deed entered into between the Issuer and the

Transaction Security Trustee.

"EURIBOR" shall mean, with respect to each Interest Period, the rate for deposits in euro for a period of

one (1) month (with respect to the first Interest Period, the linear interpolation between two (2) weeks and

one (1) month) which appears on Reuters screen page EURIBOR01 (or such other page as may replace

such page on that service for the purpose of displaying Brussels inter-bank offered rate quotations of

major banks) as of 11:00 a.m. (Brussels time) on the Interest Determination Date (unless otherwise

determined in accordance with Condition 6.3 (Interest Rate) of the Terms and Conditions of the Notes.

"Excess Portion" shall mean, as of the Cut-Off Date immediately preceding any Offer Date, the portion

by which the Outstanding Principal Amount of any Receivable offered by the Seller to the Purchaser on

such Offer Date would, together with (i) the Aggregate Outstanding Principal Amount of all other

Receivables offered by the Seller to the Purchaser on such Offer Date and (ii) the Aggregate Outstanding

Principal Amount of all Purchased Receivables as of the Cut-Off Date immediately preceding such Offer

Date, exceed the Maximum Purchase Amount;

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"Final Redemption Amount" shall mean the proceeds distributable by the Issuer as a result of a

repurchase of Purchased Receivables on the Early Redemption Date in accordance with the Terms and

Conditions;

"Funding Loan" shall mean the loan granted to the Issuer by the Funding Loan Provider under the

Funding Loan Agreement;

"Funding Loan Agreement" shall mean the loan agreement dated on or about 22 September 2016

between the Issuer and the Funding Loan Provider;

"Funding Loan Provider" shall mean Santander Consumer Finance, S.A., a company established under

the laws of Spain with its office at Ciudad Grupo Santander, Avenida de Cantabria s/n, Edifico Dehesa 2a

Planta, 28660 Boadilla del Monte, Madrid, Spain, or any successor or assignee thereof;

"ICSD" shall mean each of the operators of the Euroclear System and Clearstream Banking, société

anonyme;

"Independent Appraiser" shall mean any disinterested third party expert who shall be an internationally

recognised auditor which is located in Germany but is not an affiliate of the Issuer or the Seller who is

appointed to determine the current value of such Delinquent Receivables or Defaulted Receivable in

accordance with Clause 10.2 of the Transaction Security Agreement.

"Interest Determination Date" shall mean the second (2nd

) Business Day immediately preceding the

commencement of an Interest Period.

"Interest Period" shall mean, with respect to the Notes, as applicable, the period commencing on (and

including) any Payment Date and ending on (but excluding) the immediately following Payment Date,

and the first Interest Period under the Notes shall commence on (and include) the Note Issuance Date and

shall end on (but exclude) the first Payment Date;

"Interest Shortfall" shall mean, with respect to any Note, accrued interest not paid on any Payment Date

related to the Interest Period in which it accrued;

"Issuer" shall mean SC Germany Consumer 2016-1 UG (haftungsbeschränkt), an entrepreneurial

company with limited liability (Unternehmergesellschaft (haftungsbeschränkt)) registered with the

commercial register of the local court (Amtsgericht) in Frankfurt am Main under registration number

HRB 106078 which has its offices at c/o Wilmington Trust SP Services (Frankfurt) GmbH, Steinweg 3-5,

60313 Frankfurt am Main, Germany;

"Issuer Event of Default" shall occur when:

(i) the Issuer becomes insolvent or the Issuer is wound up or an order is made or an effective

resolution is passed for the winding-up of the Issuer or the Issuer initiates or consents or

otherwise becomes subject to liquidation, examinership, insolvency, reorganisation or similar

proceedings under any applicable law, which affect or prejudice the performance of its

obligations under the Notes or the other Transaction Documents, and are not, in the opinion of

the Transaction Security Trustee, being disputed in good faith with a reasonable prospect of

discontinuing or discharging the same, or such proceedings are not instituted for lack of assets;

(ii) the Issuer defaults in the payment of any interest due and payable in respect of the Class A Notes

and such default continues for a period of at least five (5) Business Days;

(iii) the Issuer defaults in the payment of any interest or principal due and payable in respect of any

other Note or in the due payment or performance of any other Transaction Secured Obligation (as

such term is defined in Clause 7 (Security Purpose) of the Transaction Security Agreement),

other than those mentioned under item twenty-third to twenty-seventh of the Pre-Enforcement

Priority of Payments, in each case, to the extent that the Available Distribution Amount as of the

Cut-Off Date immediately preceding the relevant Payment Date would have been sufficient to

pay such amounts, and such default continues for a period of at least five (5) Business Days;

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(iv) a distress, execution, attachment or other legal process is levied or enforced upon or sued out

against all or any substantial part of the assets of the Issuer and is not discharged or does not

otherwise cease to apply within thirty (30) calendar days of being levied, enforced or sued out or

legal proceedings are commenced for any of the aforesaid, or the Issuer makes a conveyance or

assignment for the benefit of its creditors generally; or

(v) the Transaction Security Trustee ceases to have a valid and enforceable security interest in any of

the Collateral or any other security interest created under any Transaction Security Document.

"Legal Maturity Date" shall mean the Payment Date falling in September 2029;

"Liquidity Reserve Account" shall mean the bank account with the account number 747 645 9713,



the Transaction Security Trustee in the future in addition to or as substitute for such Liquidity Reserve

Account in accordance with the Accounts Agreement and the Transaction Security Agreement, to which

the Seller will transfer the Required Liquidity Reserve Amount on the Note Issuance Date;

"Liquidity Reserve Transfer Event" shall mean the event that the Servicer fails to transfer Collections

to the Issuer in accordance with the Servicing Agreement in the event of the occurrence of a Servicer

Termination Event;

"Listing" shall mean to make or cause to be made an application by the Listing Agent on its behalf for the

Notes to be admitted to the official list and trading on the regulated market of the Stock Exchange;

"Listing Agent" shall mean The Bank of New York Mellon (Luxembourg) S.A. or any successor or

assignee thereof;

"Loan Contract" shall mean any general purpose loan consumer contract (Barkredite) entered into

between the Seller and any Debtor.

"Loan Instalment" shall mean any obligation of a Debtor under a Loan Contract to pay principal,

interest, fees, costs, prepayment penalties (if any) and default interest owed under any relevant Loan

Contract or any Related Collateral relating thereto;

"Local Agent" shall mean The Bank of New York Mellon (Luxembourg) S.A. or any successor or

assignee thereof;

"Joint Lead Managers" shall mean UniCredit Bank AG and Banco Santander, S.A.;

"Master Definitions Agreement" shall mean a master definitions agreement dated on or about 22

September 2016 and made between, the Issuer, the Joint Lead Managers, the Principal Paying Agent, the

Calculation Agent, the Cash Administrator, the Corporate Administrator, the Account Bank, the Data

Trustee, the Swap Counterparty, the Seller, the Servicer, the Funding Loan Provider and the Transaction

Security Trustee;

"Material Payment Obligations" shall mean a payment due and payable in the amount of or in excess of

EUR 10,000,000;

"Maximum Purchase Amount" shall mean EUR 750,000,000;

"Monthly Report" shall mean any monthly report in the form (based on a Microsoft-Office template) as

set out in Schedule 1 Part A to the Servicing Agreement or otherwise agreed between the Seller, the

Servicer (if different) and the Issuer, which shall be prepared by the Servicer with respect to each

Collection Period and delivered to the Issuer with a copy to the Corporate Administrator and the

Calculation Agent not later than close of business on the second (2nd

) business day after the Cut-Off Date

on which the relevant Collection Period ends; in the case that the Servicer does not provide a Monthly

Report, the Monthly Report shall be the last issued Monthly Report which shall be used by the

Calculation Agent and Principal Paying Agent to fulfil the respective duties under the Agency

Agreement;

- 200 -

"Non-Assignable Related Collateral" shall mean any related collateral which is not an Assignable

Related Collateral;

"Note Issuance Date" shall mean the date on which the Notes are issued by the Issuer, being 27

September 2016 or on such later date as the Issuer and the Joint Lead Managers may agree and is notified

by the Issuer to the Seller;

"Note(s)" shall mean any of the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes

and the Class E Notes;

"Noteholder" shall mean any holder of Notes;

"Note Principal Amount" of any Note as of any date shall equal the initial note principal amount of EUR

100,000 as reduced by all amounts paid prior to such date on such Note in respect of principal;

"Notification Event" shall mean any of the following events:

1. The Servicer fails to make a payment due under or with respect to the Servicing Agreement at the

latest on the second (2nd

) Business Day after its due date, or, in the event no due date has been

determined, within three (3) Business Days after the demand for payment.

2. The Servicer fails within five (5) Business Days to perform its material obligations (other than

those referred to in paragraph 1 above) owed to the Purchaser under or with respect to the


3. Either the Seller or the Servicer is over-indebted (überschuldet), unable to pay its debts when

they fall due (zahlungsunfähig) or such status is imminent (drohende Zahlungsunfähigkeit) or

intends to commence insolvency (including preliminary insolvency proceedings) or

reorganisation proceedings or is subject to insolvency (including preliminary insolvency

proceedings), dissolution proceedings or any measure taken by the BaFin pursuant to Sections 45,

46 and 46b of the German Banking Act (Gesetz über das Kreditwesen), and the Seller or (as

relevant) the Servicer fails to remedy such status within twenty (20) Business Days.

4. Either of the Seller or the Servicer is in breach of any of the covenants in relation to, inter alia,

financial reporting, conduct of business, compliance with laws, rules, regulations, judgements,

furnishing of information and inspection and keeping of records, the Credit and Collection Policy,

tax, software and banking licences, prolongation or supplementation of Purchased Receivables,

change of business policy, sales and liens as set out in this Agreement or any of the covenants set

out in the Servicing Agreement.

5. A Servicer Termination Event has occurred.

"Offer" shall mean any offer pursuant to Clause 2 of the Receivables Purchase Agreement;

"Offer Date" shall mean the second (2nd

) Business Day prior to the relevant succeeding Purchase Date,

and the first Offer Date is 22 September 2016;

"Outstanding Principal Amount" shall mean, with respect to any Purchased Receivable, at any time, the

Principal Amount of such Purchased Receivable less the amount of the principal portion of the Collection

received by the Issuer and applied to the Principal Amount of such Purchased Receivable in accordance

with the Loan Contract, provided that Collections shall not be treated as received by the Issuer until

credited to the Transaction Account;

"Outstanding Principal Amount Shortfall" shall mean, as of any date, the amount by which the initial

Note Principal Amount of all Notes exceeds the Outstanding Principal Amount of all Purchased

Receivables which have been purchased by the Purchaser prior to or on the relevant date;

"Payment Date" shall mean any day which falls on the thirteenth (13th

) day of any calendar month,

unless such date is not a Business Day in which case the Payment Date shall be the next succeeding

Business Day unless such date would thereby fall into the next calendar month, in which case such date

shall be the immediately preceding Business Day, commencing on 13 October 2016;

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"Portfolio" shall mean the portfolio of Purchased Receivables, only partially secured by security interests

in the Related Collateral;

"Post-Enforcement Priority of Payments" shall mean the post-enforcement priority of payments set out

in Clause 23 (Post-Enforcement Priority of Payments) of the Transaction Security Agreement;

"Pre-Enforcement Priority of Payments" shall mean the pre-enforcement priority of payments set out

in Schedule 5 to the Receivables Purchase Agreement (Pre-Enforcement Priority of Payments);

"Principal Amount" shall mean, with respect to any Receivable, the aggregate principal amount of such

Receivable which is scheduled to become due after the Cut-Off Date immediately preceding the relevant

Purchase Date;

"Principal Deficiency Trigger Event" shall have occurred if, as of any Payment Date (other than a

Servicer Disruption Date), the Aggregate Outstanding Note Principal Amount as of such Payment Date

would, on such Payment Date having given effect to the application of the Available Distribution Amount

in accordance with the Pre-Enforcement Priority of Payments if a Principal Deficiency Trigger Event

were not to occur on such date, exceed the sum of (i) the Aggregate Outstanding Principal Amount of the

Purchased Receivables (including the Principal Amount of the Additional Receivables to be purchased on

such Payment Date) plus (ii) the amount standing to the credit of the Purchase Shortfall Account, as of

such Payment Date by at least EUR 7,250,000;

"Principal Paying Agent" shall mean The Bank of New York Mellon, London Branch, One Canada

Square, London E14 5AL, United Kingdom, and any successor or replacement principal paying agent

appointed from time to time in accordance with the Agency Agreement;

"Prospectus" shall mean any prospectus to be issued by the Issuer with respect to the issue of Notes

dated on or about 22 September 2016;

"Priorities of Payment" shall mean the Pre-Enforcement Priority of Payments and the Post-Enforcement


"Purchase" shall mean any purchase of any Receivable pursuant to the Receivables Purchase Agreement;

"Purchase Date" shall mean, with respect to the purchase of the Receivables together with the Related

Collateral by the Issuer from the Seller under the Receivables Purchase Agreement, the Note Issuance

Date and each Payment Date thereafter which falls into the Replenishment Period;

"Purchase Price" shall have the meaning given to it in Clause 4.1 of the Receivables Purchase

Agreement;

"Purchased Receivable" shall mean any Receivable (including, for the avoidance of doubt, the Excess

Portion of any Receivable and any Additional Receivable) which is sold and assigned or purported to be

assigned to the Issuer in accordance with the Receivables Purchase Agreement;

"Purchase Shortfall Account" shall mean the bank account with the account number 747 645 9714,



the Transaction Security Trustee in the future in addition to or as substitute for such Purchase Shortfall

Account in accordance with the Accounts Agreement and the Transaction Security Agreement, to which

any Purchase Shortfall Amount shall be credited;

"Purchase Shortfall Amount" shall mean, on any Purchase Date, the excess, if any, of the

Replenishment Available Amount over the aggregate purchase price payable in accordance with the

Receivables Purchase Agreement for all Receivables purchased by the Purchaser on such Purchase Date;

"Purchase Shortfall Event" shall have occurred if, on three (3) consecutive Cut-Off Dates, the amount

standing to the credit of the Purchase Shortfall Account is higher than 15% of the initial aggregate Note

Principal Amount of all Notes;

"Purchaser" shall mean SC Germany Consumer 2016-1 UG (haftungsbeschränkt), an entrepreneurial

company with limited liability (Unternehmergesellschaft (haftungsbeschränkt)) registered with the

- 202 -

commercial register of the local court (Amtsgericht) in Frankfurt am Main under registration number

HRB 106078 which has its offices at c/o Wilmington Trust SP Services (Frankfurt) GmbH, Steinweg 3-5,

60313 Frankfurt am Main, Germany;

"Rated Notes" shall mean the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes

collectively;

"Rating Agency" shall mean each individually DBRS or S&P, altogether "Rating Agencies";

"Receivable" shall mean any liability to pay Loan Instalments which a Debtor owes to the Seller in

accordance with a Loan Contract, together with any and all present and future ancillary rights under the

relevant Loan Contracts, in particular rights to determine legal relationships (Gestaltungsrechte),

including termination rights (Kündigungsrechte) and the rights to give directions (Weisungsrechte);

"Receivables Purchase Agreement" shall mean the receivable purchase agreement dated on or about 22

September 2016 between the Seller and the Issuer;

"Records" shall mean with respect to any Purchased Receivable, Related Collateral and the related

Debtors all contracts, correspondence, files, notes of dealings and other documents, books, books of

accounts, registers, records and other information regardless of how stored;

"Related Collateral" shall mean with respect to any Purchased Receivable (if relevant):

(a) any accessory security rights (akzessorische Sicherheiten) for such Purchased Receivable;

(b) any and all other present and future claims and rights under a security agreement with respect to

the Loan Contract, including, but without limitation, any security title (Sicherungseigentum) to

certain movable properties, loss compensation insurance policies (Ratenschutzversicherungen),

and/or any claims and rights in respect of wages and social security benefits (to the extent legally

possible);

(c) any other ownership interests, liens, charges, encumbrances, security interest or other rights or

claims in favour of the Seller on any property from time to time securing the payment of such

Purchased Receivable, and the Records relating thereto;

(d) any other sureties, guarantees, and any and all present and future rights and claims under

agreements or arrangements of whatever character from time to time supporting or securing

payment of such Purchased Receivable whether pursuant to the Loan Contract relating to such

Receivable or otherwise;

(e) all Records relating to the Purchased Receivables and/or the Related Collateral under items (a)

through (d) and (f); and

(f) any claims to receive proceeds which arise from the disposal of or recourse to the Related

Collateral, provided that any costs incurred by the Seller or (if different) the Servicer in

connection with such disposal or recourse and any amounts which are due to the relevant Debtor

in accordance with the relevant Loan Contract shall be deducted from such proceeds.

"Replenishment Available Amount" shall mean, as of any Payment Date, the amount by which the

Aggregate Note Principal Amount exceeds the Aggregate Outstanding Principal Amount as of the Cut-

Off Date immediately preceding such Payment Date;

"Replenishment Period" shall mean the period commencing on (but excluding) the Note Issuance Date

and ending on (i) the Payment Date falling in the twelfth (12th

) month after the Note Issuance Date

(inclusive) or, if earlier, (ii) the date on which an Early Amortisation Event occurs (exclusive);

"Required Liquidity Reserve Amount" shall mean, on the Note Issuance Date and subsequently as at



and (ii) EUR 750,000;

- 203 -

"Scheduled Collections" shall mean, with respect to any Collection Period, the amount of Collections

scheduled to be received by the Servicer with respect to such Collection Period as reported by the

Servicer for such Collection Period;

"Seller" shall mean Santander Consumer Bank AG, Santander-Platz 1, 41061 Mönchengladbach,

Germany;

"Seller Deposits" shall mean, with respect to any Debtor, the actual aggregate amount held by such

Debtor in the form of money market accounts (Tagesgeldkonten), savings certificates (Sparbriefe),

savings accounts (Sparkonten), current accounts (Girokonten) and/or credit cards (Kreditkarten) with the

Seller at the relevant time;

"Servicer" shall mean the Seller and any successor thereof or substitute servicer appointed in accordance

with the Servicing Agreement;

"Servicer Disruption Date" shall mean any Payment Date in respect of which the Servicer fails to

provide a Monthly Report for the immediately preceding Collection Period to the Calculation Agent in

time, as notified by the Calculation Agent to the Principal Paying Agent and by the Principal Paying

Agent to the Noteholders in accordance with Conditions 8 (Notifications) and 13 (Form of Notice) of the

Terms and Conditions of the Notes;

"Servicer Required Rating" shall mean that Santander Consumer Finance, S.A.'s long-term unsecured,

unsubordinated and unguaranteed obligations are assigned a rating of at least BB(high) (or its

replacement) by DBRS or, the long-term unsecured, unsubordinated and unguaranteed obligations of the

Servicer are then assigned a rating of at least BB(high) (or its replacement) by DBRS;

"Servicer Termination Event" shall mean the occurrence of any of the following events:

1. The Servicer fails to make a payment due under the Servicing Agreement at the latest on the

second (2nd


within three (3) Business Days after the demand for payment.

2. Following a demand for performance the Servicer fails within five (5) Business Days to perform

its material (as determined by the Issuer) obligations (other than those referred to in paragraph 1

above) owed to the Issuer under the Servicing Agreement.

3. Any of the representations and warranties made by the Servicer with respect to or under the

Servicing Agreement or any Monthly Report or information transmitted is materially false or

incorrect.

4. The Servicer is (i) over-indebted (überschuldet), unable to pay its debts when they fall due

(zahlungsunfähig) or such status is imminent (drohende Zahlungsunfähigkeit) or (ii) intends to


proceedings or is subject to insolvency (including preliminary insolvency proceedings),

reorganisation or dissolution proceedings and, other than with respect to (i), the Servicer fails to

remedy such status within twenty (20) Business Days, or if any measures under Section 45, 46 to

46g of the German Banking Act (Gesetz über das Kreditwesen) are taken in respect of the

Servicer.

5. The Servicer is in default with respect to any Material Payment Obligation owed to any third

party for a period of more than five (5) calendar days.

6. The Servicer is in breach of any of the covenants set out in the Servicing Agreement.

7. Any licence of the Servicer required with respect to the Servicing Agreement and the Services to

be performed thereunder is revoked, restricted or made subject to any conditions.

8. The Servicer is not collecting Purchased Receivables or Related Collateral pursuant to the

Servicing Agreement or is no longer entitled or capable to collect the Purchased Receivables and

the Related Collateral for practical or legal reasons.

- 204 -

9. At any time there is otherwise no person who holds any required licence appointed by the Issuer

to collect the Purchased Receivables and the Related Collateral in accordance with the Servicing

Agreement.

10. There are valid reasons to cause the fulfilment of material duties and material obligations under

the Servicing Agreement or under the Loan Contracts or Related Collateral on the part of the

Servicer or the Seller (acting in its capacity as the Servicer) to appear to be impeded.

11. The Servicer (to the extent that it is identical with the Seller) is in breach of any of the financial

covenants set out in the Receivables Purchase Agreement.

12. A material adverse change in the business or financial conditions of the Servicer has occurred

which materially affects its ability to perform its obligations under the Servicing Agreement;

13. At any time Santander Consumer Finance, S.A. (i) ceases to hold directly or indirectly 75% of

the Servicer's share capital or voting rights or (ii) fails to meet the Servicer Required Rating.

"Services" shall mean the services to be rendered or provided by the Servicer under the Servicing

Agreement, in particular Clause 3 hereof;

"Servicing Agreement" shall mean a servicing agreement 22 September 2016 and entered into by the

Issuer, the Servicer, the Transaction Security Trustee and the Corporate Administrator;

"Set-Off Required Rating" shall mean, with respect to any entity, that the long-term unsecured,


its replacement) by S&P and BBB (or its replacement) by DBRS and any such rating has not been

withdrawn;

"Set-Off Reserve Account" shall mean the bank account with the account number 747 645 9712, IBAN

DE21 5033 0300 7476 4597 12 and SWIFT address IRVTDEFX held in the name of the Issuer at the

Account Bank, as well as any other bank accounts specified as such by or on behalf of the Issuer or the

Transaction Security Trustee in the future in addition to or as substitute for such Set-Off Reserve Account

in accordance with the Accounts Agreement and the Transaction Security Agreement, to which the Seller

will transfer the Set-Off Reserve Amount following the occurrence of a Set-Off Trigger Event;

"Set-Off Reserve Amount" shall mean:

(A) as of the Cut-Off Date immediately preceding the occurrence of a Set-Off Reserve Trigger Event

and as of any Cut-Off Date following the occurrence of a Set-Off Reserve Trigger Event, the sum

of the Seller Deposits which are calculated with respect to each Debtor of Purchased Receivables

outstanding as of the relevant date who, on the relevant Cut-Off Date, holds Seller Deposits, and

are in each case equal to the lower of (i) the amount of Seller Deposits which, as of the relevant

Cut-Off Date, are held with the Seller by such Debtor, and (ii) the Principal Amount of the

Purchased Receivables owed by such Debtor outstanding as of the relevant Cut-Off Date; or

(B) if as of any Cut-Off Date following the occurrence of a Set-Off Reserve Trigger Event, the Seller

has at least the Set-Off Required Rating, zero.

"Set-Off Reserve Excess Amount" shall mean, as of any Payment Date, the excess of the amounts

standing to the credit of the Set-Off Reserve Account over the Set-Off Reserve Amount on the Cut-Off

Date immediately preceding such Payment Date, after a drawing (if any) in accordance with item 8 of the

definition of Available Distribution Amount;

"Set-Off Reserve Trigger Event" shall have occurred if, at any time, (i) Santander Consumer Finance,

S.A. ceases to have the Set-Off Required Rating or (ii) Santander Consumer Finance, S.A. ceases to own,

directly or indirectly, at least 75% of the share capital of the Seller, unless in each case (i) and (ii), the

Seller has at least the Set-Off Required Rating;

"S&P" shall mean Standard & Poor's Credit Market Services Europe Limited (Attn: Standard & Poor's

Ratings Services, 20 Canada Square, London E14 5LH, United Kingdom, Email:

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[email protected] or such other contact details as may be notified by

S&P to the Issuer from time to time) or its successor;

"Stock Exchange" shall mean the Luxembourg Stock Exchange;

"Subscription Agreement" shall mean an agreement for the subscription of the Notes dated on or about

22 September 2016 and entered into between the Issuer, the Joint Lead Managers and the Seller;

"Swap Agreement" shall mean an interest rate swap agreement on the basis of a 2002 ISDA Master

Agreement (including any schedule thereto and confirmation thereunder as well as any related Credit

Support Annex) entered into on or about 22 September 2016, as amended or amended and restated from

time to time, between the Issuer and the Swap Counterparty;

"Swap Cash Collateral Account" shall mean the bank account with the account number 747 645 9715,


the Account Bank, as well as any other bank accounts specified as such by or on behalf of the Issuer in

the future in addition to or as substitute for such Swap Cash Collateral Account in accordance with the

Accounts Agreement and the Transaction Security Agreement and to which the Issuer shall transfer any

collateral posted by the Swap Counterparty under the Credit Support Annex;

"Swap Collateral" shall mean an amount equal to the value of collateral to the extent provided by the

Swap Counterparty to the Issuer under the Swap Agreement, and includes any interest and distributions in

respect thereof;

"Swap Counterparty" shall mean Abbey National Treasury Services plc or any successor or assignee

thereof;

"TARGET" shall mean the Trans-European Automated Real-time Gross settlement Express Transfer

System (Target 2) which was launched on 17 November 2007;

"TARGET Day" shall mean any day on which all relevant parts of TARGET are operational;

"Termination Date" shall mean the day on which a termination becomes effective pursuant to Clause 22

of the Receivables Purchase Agreement;

"Termination Event" shall mean the occurrence of any of the following events:

1. the Seller fails to make a payment due under the Receivables Purchase Agreement at the latest on

the fifth (5th


within five (5) Business Days after the demand for payment, where such aggregate amount due is

at least EUR 50,000,

2. the Seller fails within five (5) Business Days to perform its material (as determined by the

Purchaser) obligations (other than those referred to in (1) above) owed to the Purchaser under the

Receivables Purchase Agreement after its due date, or, in the event no due date has been

determined, within five (5) Business Days after the demand for performance,

3. any of the representations and warranties made by the Seller, with respect to or under the

Receivables Purchase Agreement or information transmitted is materially false or incorrect,

unless such falseness or incorrectness, insofar as it relates to Purchased Receivables, Related

Collateral, or the Loan Contracts, has been remedied by the earlier of: (i) the fifth (5th

) Business

Day (inclusive) prior to the Purchase Date and (ii) the fifth (5th

) Business Day (inclusive) after

the Seller has become aware that such representations or warranties were false or incorrect,

4. the Seller is over-indebted (überschuldet), unable to pay its debts when they fall due

(zahlungsunfähig) or such status is imminent (drohende Zahlungsunfähigkeit) or intends to


proceedings or is subject to insolvency (including preliminary insolvency proceedings),

reorganisation or dissolution proceedings and the Seller fails to remedy such status within five (5)

Business Days,

- 206 -

5. the Seller is in default with respect to any Material Payment Obligations owed to any third parties

for a period of more than five (5) calendar days,

6. the Seller is in material breach of any covenants of the Seller under the Receivables Purchase

Agreement,

7. the banking licence of the Seller is revoked, restricted or made subject to any conditions or any of

the proceedings referred to in or any action under Section 45 to 48t of the German Banking Act

(Gesetz über das Kreditwesen) have been taken with respect to the Seller, or any measures under

the German Recovery and Resolution Act (Sanierungs- und Abwicklungsgesetz) have been taken

or any other restructuring or reorganisation proceedings within the meaning of the German Bank

Reorganisation Act (Kreditinstitute-Reorganisationsgesetz) have been commenced with respect

to the Seller,

8. the Seller fails to perform any material obligation under the Loan Contracts or in relation to the

related Collateral,

9. an Issuer Event of Default has occurred, or

10. a material adverse change in the business or financial conditions of the Seller has occurred which

materially affects its ability to perform its obligations under the Receivables Purchase Agreement;

"Terms and Conditions" shall mean the terms and conditions of the Notes as set out in the Prospectus;

"Transaction Account" shall mean the bank account with the account number 747 645 9710, IBAN

DE75 5033 0300 7476 4597 10 and SWIFT address IRVTDEFX held in the name of the Issuer at the

Account Bank, as well as any other bank accounts specified as such by or on behalf of the Issuer or the

Transaction Security Trustee in the future in addition to or as substitute for such Transaction Account in

accordance with the Accounts Agreement and the Transaction Security Agreement;

"Transaction Cost Fee" shall mean a fee paid by the Seller to the Issuer on each Payment Date in

accordance with the Receivables Purchase Agreement. The Transaction Cost Fee will not form part of the

Available Distribution Amount. The claims and rights under the Funding Loan will be limited to the

amounts received by the Issuer from time to time in respect of the Transaction Cost Fee;

"Transaction Documents" shall mean the Receivables Purchase Agreement, the Servicing Agreement,

the Master Definitions Agreement, the Corporate Administration Agreement, the Accounts Agreement,

any Transaction Security Document, the Data Trust Agreement, the Funding Loan Agreement, each Note,

the Agency Agreement, the Subscription Agreement and any amendment agreement, termination

agreement or replacement agreement relating to any such agreement;

"Transaction Secured Obligations" has the meaning ascribed to such term in Clause 7 (Security

Purpose) of the Transaction Security Agreement.

"Transaction Security Agreement" shall mean a transaction security agreement dated on or about 22

September 2016 and made between, the Issuer, the Joint Lead Managers, the Principal Paying Agent, the

Calculation Agent, the Cash Administrator, the Corporate Administrator, the Account Bank, the Data

Trustee, the Swap Counterparty, the Seller, the Servicer and the Transaction Security Trustee for the

benefit of the Beneficiaries (as such term is defined therein);

"Transaction Security Documents" shall mean the Transaction Security Agreement, the English

Security Deed, and any other agreement or document entered into from time to time by the Transaction

Security Trustee with the Issuer for the benefit of the Noteholders and the other Beneficiaries (as such

term is defined in the Transaction Security Agreement) for the purpose, inter alia, of securing all or any

of the obligations of the Issuer under the Transaction Documents (other than the Funding Loan

Agreement);

"Transaction Security Trustee" shall mean Wilmington Trust (London) Limited, 1 Kings Arms Yard,

London EC2R 7AF, United Kingdom, its successors or any other person appointed from time to time as

Transaction Security Trustee in accordance with the Transaction Security Agreement.

- 207 -

INDEX OF DEFINED TERMS

€ ...................................................................... v

2010 PD Amending Directive ............... viii, 180

ABS ................................................................ 29

Accession Agreement ................................... 108

Account ................................................ 174, 188

Account Bank ............................................... 188

Account Bank Downgrade ........................... 188

Account Bank Required Rating .................... 188

Accounts ............................................... 174, 188

Accounts Agreement .................................... 188

Additional Receivable .................................. 188

Adverse Claim .............................................. 188

Affiliate ........................................................ 130

Agency Agreement ................................. 60, 188

Agent .............................................................. 74

Agent Bank ................................................... 188

Aggregate Offered Receivables Purchase Price

.................................................................. 188

Aggregate Outstanding Note Principal Amount

.................................................................. 188

Aggregate Outstanding Principal Amount.... 188

AIFMD ............................................................. ii

AIFMR ............................................................. ii

AIFMs ............................................................ 31

ANTS ........................................................... 171

Appendix A .................................................... 61

Appendix B .................................................... 61

Appendix C .................................................... 61

Appendix D .................................................... 61

Arranger .................................................... i, 189

Assignable Related Collateral ...................... 189

Assigned Security ........................................... 84

Authorised Person ........................................ 109

Available Distribution Amount .............. 12, 189

Back-Up Servicer Trigger Event .................. 190

balloon loan .................................................. 130

Benchmark Regulation ................................... 28

Beneficiary ................................................... 190

Brexit Vote ..................................................... 35

Business Day ..................................... iv, 64, 191

Calculation Agent ............................. 61, 73, 191

Cash Administrator ........................... 61, 74, 191

Chairperson .................................................... 80

Class ............................................................ i, 59

Class A Note Interest Rate ......................... 6, 66

Class A Noteholder ...................................... 191

Class A Notes ..................................... 4, 59, 191

Class A Notes Common Safekeeper ........... ii, 59

Class A Notes Interest ............................ 65, 191

Class A Notes Principal .......................... 68, 191

Class A Principal Amount ...................... 64, 191

Class A Target Principal Amount ................. 191

Class B Note Interest Rate .......................... 6, 66

Class B Noteholder ....................................... 191

Class B Notes ..................................... 4, 59, 191

Class B Notes Interest ............................ 65, 191

Class B Notes Principal .......................... 68, 192

Class B Principal Amount ...................... 64, 192

Class B Target Principal Amount ................. 192

Class C Note Interest Rate .......................... 6, 66

Class C Noteholder ....................................... 192

Class C Notes ...................................... 4, 59, 192

Class C Notes Interest ............................. 66, 192

Class C Notes Principal .......................... 68, 192

Class C Principal Amount ....................... 64, 192

Class C Target Principal Amount ................. 192

Class D Note Interest Rate .......................... 6, 66

Class D Noteholder ....................................... 192

Class D Notes ...................................... 4, 59, 193

Class D Notes Interest ............................. 66, 193

Class D Notes Principal .......................... 68, 193

Class D Principal Amount....................... 64, 193

Class D Target Principal Amount ................. 193

Class E Note Interest Rate .......................... 6, 66

Class E Noteholder ....................................... 193

Class E Notes ...................................... 4, 59, 193

Class E Notes Interest ............................. 66, 193

Class E Notes Principal ........................... 68, 193

Class E Principal Amount ....................... 64, 193

Class E Target Principal Amount .................. 193

Class Principal Amount .......................... 65, 193

Class Target Principal Amount" ................... 194

Clean-up Call .......................................... 69, 194

Clearing Obligation ......................................... 34

Clearing Systems ........................................ ii, 21

Clearstream Luxembourg .................................. ii

Closing Date ................................................. 194

Collateral ....................................... 9, 62, 87, 194

Collection Period .......................................... 194

Collections .................................................... 194

Commingling Required Rating ....... 57, 118, 194

Commingling Reserve Account 57, 91, 118, 194

Commingling Reserve Amount ...... 57, 118, 194

Commingling Reserve Excess Amount ..............

.................................................... 57, 118, 195

Commingling Reserve Trigger Event .................

.................................................... 57, 118, 195

Commission's Proposal ................................... 41

Committee ....................................................... 30

Common Safekeeper ......................................... ii

Common Safekeepers ................................. ii, 60

Concentration Limit ...................................... 130

Corporate Administration Agreement ........... 195

Corporate Administrator ............................... 195

CRA III ........................................................... 33

CRA Regulation .............................................. 33

CRD .............................................................. 195

CRD IV ........................................................... 30

Credit ...................................................... 95, 195

Credit and Collection Policy ......................... 195

Credit Support Annex ................................... 195

CRR .................................................... ii, 30, 195

CRS ............................................................... 179

Cumulative Loss Ratio .................................. 195

Cut-Off Date ................................................. 195

D Rules .................................................... ix, 182

- 208 -

Data Trust Agreement .................................. 196

Data Trustee ................................................. 196

DBRS ....................................................... v, 196

Debtor ........................................................... 196

Debtors ................................................... 10, 196

Deemed Collection ....................................... 196

Defaulted Receivable ................................... 196

Defaulted Receivable(s) ................................. 11

Delinquent Receivable.................................. 196

Detailed Investor Report............................... 196

Determination Date ...................................... 196

Disputed Receivable ..................................... 197

Distance Marketing Provisions ..................... 129

Early Amortisation Event ......................... 6, 197

Early Redemption Date .......................... 69, 197

EC Treaty ....................................................... 66

ECB ................................................................ 29

Effective Interest Rate .................................. 197

Eligibility Criteria ................................. 128, 197

Eligible Institution ........................................ 100

Eligible Receivable ....................................... 197

EMIR .............................................................. 34

English Security Deed ............................... i, 197

ESMA ......................................................... v, 25

EStG ....................................................... 38, 176

EUR .................................................................. v

EURIBOR .............................................. 66, 197

euro ................................................................... v

Euro .................................................................. v

Euroclear .......................................................... ii

Eurosystem Eligible Collateral ....................... 29

Euro-zone ....................................................... 66

Excess Portion .............................................. 197

Excess Profit ................................................... 38

FATCA ................................................. 124, 178

Final Redemption Amount ..................... 69, 198

FMSA ............................................................. 44

foreign passthru payments ............................ 178

Framework ..................................................... 30

FSMA ....................................................... x, 182

Funding Loan ................................... 4, 121, 198

Funding Loan Agreement ............................. 198

Funding Loan Provider ............................. 4, 198

Geoban ......................................................... 117

Germany ................................................. ii, 2, 59

GewStDV ....................................................... 38

Global Note ................................................ ii, 59

Global Notes ............................................... ii, 59

HGB ............................................................... 37

ICSD ............................................................. 198

ICSDs ............................................................. 21

IGAs ............................................................. 178

Independent Appraiser............................ 88, 198

Instructions ................................................... 109

Interest Amount .............................................. 65

Interest Determination Date ........................... 66

Interest Period.................................... iv, 66, 198

Interest Rate .................................................... 66

Interest Shortfall ..................................... 67, 198

International Central Securities Depositaries . 21

Investment Company Act.................................iii

Issuer .................................................... i, 59, 198

Issuer Event of Default ..................... 18, 63, 198

ITS .................................................................. 35

Joint Lead Manager ............................................ i

Joint Lead Managers .................................. i, 199

KStG ............................................................... 38

LCR Delegated Regulation ............................. 30

Legal Maturity Date ........................... iv, 68, 199

Limitation on Payments ................................ 105

Limited Recourse .......................................... 105

Liquidity Reserve Account ....... 56, 91, 115, 199

Liquidity Reserve Excess Amount .......... 56, 115

Liquidity Reserve Transfer Event ... 57, 116, 199

Listing ........................................................... 199

Listing Agent ................................................ 199

Loan Contract ............................................... 199

Loan Contracts ................................................ 10

Loan Instalment ............................................ 199

Local Agent ................................................... 199

Luxembourg Stock Exchange ............................ i

market discipline ............................................. 30

Master Definitions Agreement ...................... 199

Material Payment Obligations ...................... 199

Maximum Purchase Amount ........................ 199

MiFID II .......................................................... 35

MiFID II/MiFIR .............................................. 35

MiFIR ............................................................. 35

minimum capital requirements ........................ 30

Monthly Report ............................................. 199

New Corporate Administrator ....................... 125

New Issuer ...................................................... 75

New Transaction Security Trustee ................ 100

Non-Assignable Related Collateral ............... 200

Non-Petition .................................................. 105

Note Issuance Date .............................. i, 59, 200

Note Principal Amount ........................... 64, 200

Note(s) .......................................................... 200

Noteholder .................................................... 200

Noteholders ..................................................... 59

Noteholders' Representative ............................ 77

Notes ............................................................ i, 59

Notification Event ......................................... 200

Notification Events ....................................... 114

Offer .............................................................. 200

Offer Date ..................................................... 200

OTC ................................................................ 34

Outstanding Principal Amount ...................... 200

Outstanding Principal Amount Shortfall ....... 200

participating Member States ........................... 41

Payment Date ..................................... iv, 64, 200

Permanent Global Note ............................... ii, 59

Portfolio ..................................................... i, 201

Post-Enforcement Priority of Payments ..............

................................................ 61, 83, 95, 201

Pre-Enforcement Priority of Payments ...............

...................................................... 14, 70, 201

Principal Amount .......................................... 201

Principal Deficiency Trigger Event .............. 201

Principal Paying Agent ..................... 60, 73, 201

- 209 -

Priorities of Payment .................................... 201

Private Investment Income ........................... 176

Proceedings .................................................... 78

Prospectus ..................................................... 201

Prospectus Directive ........................... i, viii, 180

Purchase ....................................................... 201

Purchase Date ............................................... 201

Purchase Price .............................................. 201

Purchase Shortfall Account .................... 91, 201

Purchase Shortfall Amount ........................... 201

Purchase Shortfall Event .................. 6, 197, 201

Purchased Receivable ................................... 201

Purchased Receivables ...................................... i

Purchaser ...................................................... 201

qualified majority ........................................... 76

Rated Notes ............................................... i, 202

Rating Agencies ....................................... v, 202

Rating Agency .............................................. 202

RDG ............................................................... 52

Receivable .................................................... 202

Receivables Purchase Agreement ............. 3, 202

Records ......................................................... 202

Reference Banks ............................................. 66

Regulation S ............................................... i, viii

Regulatory Change Event ........................... 8, 70

Related Collateral ..................................... 3, 202

Relevant Implementation Date ............... vii, 180

Relevant Member State .......................... vii, 180

Replacement Beneficiary.............................. 108

Replenishment Available Amount................ 202

Replenishment Period ................................... 202

Required Liquidity Reserve Amount ..................

.................................................... 57, 116, 202

Retained Notes ................................................. ii

Revisions of the Basel Securitisation

Framework .................................................. 32

RTS ................................................................ 35

S&P .......................................................... v, 204

SAG ................................................................ 44

Santander Bank............................................. 164

Santander Consumer Bank ........................... 164

SCF ............................................................... 164

Scheduled Collection ...................................... 57

Scheduled Collections .......................... 118, 203

Scheduled Maturity Date ........................... iv, 68

SEB .............................................................. 164

Securities Act ................................ i, viii, ix, 181

Securitisation Regulation................................ 32

Seller .......................................................... i, 203

Seller Deposits .............................................. 203

Servicer ..................................................... 2, 203

Servicer Disruption Date ............................... 203

Servicer Required Rating .............................. 203

Servicer Termination Event .................. 119, 203

Services ................................................. 116, 204

Servicing Agreement .............................. 10, 204

Set-Off Required Rating ......................... 58, 204

Set-Off Reserve Account .......... 57, 91, 116, 204

Set-Off Reserve Amount ................. 58, 116, 204

Set-Off Reserve Excess Amount ..... 58, 116, 204

Set-Off Reserve Trigger Event ............... 58, 204

Solvency II ........................................................ ii

Solvency II Delegated Regulation .................... ii

Stock Exchange ............................................. 205

Subordinated Notes Common Safekeeper .. ii, 60

Subscription Agreement ............................ ii, 205

Successor Bank ............................................... 90

supervisory review process ............................. 30

Swap Agreement ..................................... 21, 205

Swap Cash Collateral Account ............... 91, 205

Swap Collateral ............................................. 205

Swap Counterparty........................................ 205

TA ................................................................... 35

Target ............................................................... iv

TARGET ................................................. 64, 205

TARGET Day ............................................... 205

Tax Loss Carry-Forward ................................. 38

Taxes ............................................................... 74

Temporary Framework ................................... 29

Temporary Global Note .............................. ii, 59

Termination Date .......................................... 205

Termination Event ........................................ 205

Terms and Conditions ......................... 4, 59, 206

Transaction Account ......................... 11, 91, 206

Transaction Cost Fee ......................... 4, 121, 206

Transaction Documents ................................ 206

Transaction Secured Obligations ............ 87, 206

Transaction Security Agreement .......... i, 61, 206

Transaction Security Documents .................. 206

Transaction Security Trustee ..................... i, 206

Transaction Security Trustee Claim ................ 84

United Kingdom ........................................... 183

United States ................................................... 60

UStAE ............................................................. 39

VAT ................................................................ 39

Issuer

SC Germany Consumer 2016-1 UG (haftungsbeschränkt)

c/o Wilmington Trust SP Services (Frankfurt) GmbH

Steinweg 3-5

60313 Frankfurt am Main, Germany

Corporate Administrator of the Issuer


Steinweg 3-5


Transaction Security Trustee and Data Trustee

Wilmington Trust (London) Limited

1 Kings Arms Yard

London EC2R 7AF, United Kingdom

Swap Counterparty

Abbey National Treasury Services plc

2 Triton Square, Regent's Place

London NW1 3AN

United Kingdom

Principal Paying Agent,

The Bank of New York Mellon, London Branch One Canada Square

London, E14 5 AL, United Kingdom

Account Bank

The Bank of New York Mellon, Frankfurt Branch Messeturm

Friedrich-Ebert-Anlage 49


Calculation Agent and Cash Administrator


Steinweg 3-5


Transaction Counsel

Clifford Chance Deutschland LLP

Mainzer Landstrasse 46


Luxembourg Listing Agent and Local Agent

The Bank of New York Mellon (Luxembourg) S.A.

Vertigo Building – Polaris

2-4 rue Eugène Ruppert

L-2453 Luxembourg, the Grand Duchy of Luxembourg

Auditors of the Issuer

PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft

Moskauer Str. 19

40227 Düsseldorf

Germany